Current Report Filing (8-k)
July 12 2017 - 5:01PM
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):
July 12, 2017
QUEST
SOLUTION, INC.
(Exact
name of registrant as specified in charter)
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Delaware
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000-09047
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20-3454263
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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860
Conger Street, Eugene, OR 97402
(Address
of Principal Executive Offices) (Zip Code)
(714)
899-4800
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01 Entry into a Material Definitive Agreement
On
July 7
th
, 2017, Quest Solution, Inc. (the “Company”) and Mr. Tom Miller entered into a Resignation Agreement
providing for the terms of Mr. Miller’s resignation (the “Resignation Agreement”).
The
Resignation Agreement provides for mutual releases and certain indemnification of Mr. Miller concerning his outstanding letter
of credit. It is expected that Mr. Miller will also transition into a role as an advisor to the Company subject to a final agreement
being reached between Mr. Miller and the Company, but until such an agreement is reached, Mr. Miller will not have any role with
the Company.
The
foregoing description of the terms of the Resignation Agreement is not complete and is qualified in its entirety by reference
to the full text of the Resignation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
July 7
th
, 2017, Mr. Miller resigned from the Board of Directors and from his role as Chairman of the Board and Shai
Lustgarten was appointed as the Chairman of the Board.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
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Number
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Description
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10.1
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Resignation Agreement between the Company and Tom Miller dated July 7
th
, 2017.
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SIGNATURE
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:
July 12, 2017
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QUEST
SOLUTION, INC.
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By:
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/s/
Shai S. Lustgarten
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Shai
S. Lustgarten
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President
and CEO
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