Current Report Filing (8-k)
September 08 2017 - 4:36PM
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):
September 8, 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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Soliciting material
pursuant to Rule 14a-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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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 [ ]
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
September 8, 2017, Quest Solution, Inc.(the “Company”) approved the Company entering into a consulting agreement (the
“Consulting Agreement”) with YES IF(the “Consultant”), an entity controlled by Jason Griffith, the Company’s
former Chief Executive Officer and a principal stockholder. The Consultant shall provide the Company and its controlled entities
with certain business development, managerial, measures to improve efficiency and cost savings and financial services in accordance
with the terms and conditions of the Consulting Agreement. In exchange for its consulting services, the Consultant will receive
a monthly fee of $10,000 for the months of September through December 2017, $15,000 per month for the months of January through
June 2018 and $20,000 per month for the months of July 2018 through August 2019. As the former CEO of the Company, the Company
believes that the Consultant will be extremely beneficial to the Company in connection with its recently announced business restructuring
efforts.
On
September 8, 2017, the Company entered into a voting agreement with Jason Griffith pursuant to which Mr. Griffith agreed to vote
any shares beneficially owned by him in accordance with the instructions of Shai Lustgarten, the Company’s Chief Executive
Officer. The voting proxy does not include any matters involving the creation of a new or cancellation of an existing class of
stock, a reverse split (except in connection with an uplisting of the Company’s common stock on a National Exchange), dividend
of stock or any change of control to the Company.
The
foregoing description of the terms of the Consulting Agreement and the Voting Agreement are not complete and are qualified
in their entirety by reference to the full text of the Consulting Agreement, which are filed as Exhibits 10.1 and 10.2,
respectively to this Current Report on Form 8-K and are incorporated by reference herein.
Item
5.01 Changes in Control of Registrant.
As
set forth in Item 1.01, the Company entered into a voting agreement with Jason Griffith, whereby he committed to vote any shares
beneficially owned by him in accordance with the instructions of Shai Lustgarten, the Company’s CEO. The Voting Agreement
could result in a change of control of the Company.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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:
September 8, 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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Director, President
and CEO
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