Current Report Filing (8-k)
March 27 2017 - 6:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 27, 2017 (March 21, 2017)
3DIcon Corporation
(Exact name of registrant as specified
in charter)
Oklahoma
(State or other jurisdiction of
incorporation)
|
000-54697
(Commission
File Number)
|
73-1479206
(IRS Employer
Identification No.)
|
6804 South Canton Avenue, Suite
150
Tulsa, OK
(Address of principal executive
offices)
|
74136
(Zip Code)
|
Registrant’s telephone number, including
area code: (918) 494-0505
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure
of Director or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 21, 2017,
Doug Frietag resigned as Chief Executive Officer of 3DIcon Corporation (the “Company”) in order to allow Michael A.
Kraft to take over in his place as the Company’s newly appointed Chief Executive Officer.
Mr. Frietag’s
resignation was not a result of any dispute with the Company. Furthermore, Mr. Frietag will assume a strategic consulting role
as the Company’s Vice President of Technology and will remain on the Company’s Board of Directors (the “Board”).
Mr. Kraft, age 54,
holds degrees with honors from Michigan State University in electrical engineering and an M.B.A. degree from Pennsylvania State
University. Prior to joining us, from 2012 through the present time, Mr. Kraft was President and Founder of MKT Partners,
LLC, an advisory firm focused on advising various enterprises on strategy, business development, product pipeline, R&D, acquisitions,
and revenue growth. From 2005 through 2012, Mr. Kraft served in various roles for Ceradyne, Inc. (formerly, NASDAQ: CRDN), a ceramic
systems and components company developing and producing products and technologies to various highly technical industries. In addition,
from 2014 to 2016, Mr. Kraft was Chief Executive Officer of Covaron Inc., a scientific company that specializes in the design and
development of materials technology. The Board believes Mr. Kraft’s extensive experience in the advanced materials industry
will be an asset to the Company’s efforts in advancing is efforts in all business segments.
In connection with
Mr. Kraft’s appointment, the Company entered into a consulting agreement with Mr. Kraft, pursuant to which it agreed to compensate
Mr. Kraft, $1,500 per day for his commitment to allocate seven days a month to the Company and a $25,000 bonus payable in the Company’s
restricted stock upon the occurrence of certain events. In addition, the Company agreed to issue to Mr. Kraft, an option to purchase
up to $50,000 of the Company’s common stock at an exercise price equal to the market price as of the date of meeting certain
milestones. The foregoing description of the compensatory arrangement does not purport to be complete and is subject to, and qualified
in its entirety by reference to the Exhibit 99.1 filed herewith, which exhibit is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On
March 27, 2017, the Company issued a press release announcing Mr. Kraft’s appointment. A copy of the press release dated
March 27, 2017 is attached herewith as Exhibit 99.2.
The
information in this Item 7.01 disclosure, including Exhibits 99.2, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.2, shall
not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial
Statements and Exhibits
(c) Exhibits
99.1 Consulting Agreement
99.2 Press Release
dated March 27, 2017
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 27, 2017
|
3DICON CORPORATION
By:
/s/ Michael A. Kraft
|
|
Name: Michael A. Kraft
Position: Chief Executive Officer
|
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