Current Report Filing (8-k)
July 12 2017 - 10:51AM
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
July
10, 2017
Date
of Report
Q2POWER
TECHNOLOGIES INC
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(Exact
name of Registrant as specified in its Charter)
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Delaware
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000-55148
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20-1602779
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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420
Royal Palm Way, #100
Palm
beach, FL 33480
(Address
of Principal Executive Offices)
(561)
693-1423
(Registrant’s
Telephone Number, including area code)
(Former
name or former address, if changed since last report.)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02 Appointment of Certain Officers
On
July 10, 2017, Q2Power Technologies, Inc. (the “Company”) appointed Kevin M. Bolin as Chief Executive Officer of the
Company. Mr. Bolin, age 54, has served as the Company’s Chairman of the Board of Directors since March 2016, a position
that he will retain.
Mr.
Bolin’s recent industry positions include: CEO of Orège North America (2015 - May 2017), the US subsidiary
of a publicly-held French biosolids solutions company; and Executive Chairman of the Board and CEO of Alter NRG (Interim CEO 2011-2012,
Chairman 2011-2015), a publicly-traded (TSX) company in plasma gasification of waste feedstock technology. Prior to that, Mr.
Bolin was CEO, President and Director of EnerTech Environmental (1992-2010), a renewable energy and biosolids technology company.
He is also an Industrial Advisor to EQT Infrastructure (2013-present), a global private equity firm with over 20 Billion Euros
under management. Mr. Bolin is a certified public accountant who holds a BBA from the University of Notre Dame.
Mr.
Bolin has an Employment Agreement that provides for a two-year term with renewal options, a base salary of $350,000 per year and
performance based bonuses, a 12-month severance for termination without cause or for “good reason”, non-compete /
non-solicitation covenants, and other standard features. Mr. Bolin will receive $12,500 per month in lieu of his base salary until
the Company completes its next round of funding of at least $5 million.
In
connection with Mr. Bolin’s appointment to the position of CEO, Christopher Nelson, the Company’s previous CEO (a
position he held since July 2014 when he founded the Company), assumed the role of President and General Counsel. Mr. Nelson,
age 47, will be in charge of mergers, acquisitions and funding transactions for the Company. He also serves on the Company’s
Board of Directors.
In
addition to his role with Q2Power, Mr. Nelson serves as Managing Director of GreenBlock Capital LLC in Palm Beach, Florida, a
boutique merchant bank specializing in technology investments and growth capital. Until July 31, 2014, Mr. Nelson served as President
and General Counsel of Cyclone Power Technologies, positions he held since March 2011. Mr. Nelson has practiced law in
Florida for over 20 years, and since 2001 has represented many start-up, early stage and established businesses seeking financing,
acquisitions and general growth management counseling. Between 1997 and 2000, Mr. Nelson was an associate with Greenberg Traurig
PA, and between 1995 and 1997 an associate with Akerman Senterfitt PA, both in Miami, Florida. At both firms he served in their
corporate and securities practice, representing NYSE and NASDAQ companies. Mr. Nelson was involved in the legal end of the 1995
– 2000 roll-up of both Republic Industries and AutoNation. Mr. Nelson received a BA from Princeton University, and JD from
University of Miami School of Law.
Mr.
Nelson has an Employment Agreement that provides for a two-year term with renewal options, a base salary of $220,000 per year
and performance based bonuses, a 12-month severance for termination without cause or for “good reason”, non-compete
/ non-solicitation covenants, and other standard features. Mr. Nelson will receive $10,000 per month in lieu of his base salary
until the Company completes its next round of funding of at least $5 million.
Neither
Mr. Bolin nor Mr. Nelson have any family relationships with any other Company executive or Board member. Mr. Bolin is not party
to any related transaction. The Company leases office space from Greenblock Capital, a firm Mr. Nelson works for but does not
hold any equity or ownership position.
Item
9.01 Financial Statements and Exhibits.
(b)
Exhibits.
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10.1
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Employment
Agreement with Kevin Bolin, filed previously with the Company’s Form 10-K for the year ended December 31, 2016
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10.2
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Employment
Agreement with Christopher Nelson, filed previously with the Company’s Form 10-K for the year ended December 31, 2016
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99.1
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Press
Release dated July 11, 2017
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned hereunto duly authorized.
Q2POWER
TECHNOLOGIES INC.
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Date:
July 12, 2017
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By:
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/s/
Christopher Nelson
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Christopher
Nelson
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President
and General Counsel
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