Current Report Filing (8-k)
July 10 2020 - 11:19AM
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 6, 2020
Veritas Farms, Inc.
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(Exact name of registrant as specified in charter)
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Nevada
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333-191251
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90-1254190
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1512 E. Broward Blvd., Suite 300, Fort Lauderdale, FL
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33301
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (561) 288-6603
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of Company under any of the following provisions:
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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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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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 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by
check mark 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. ☐
As used in this Current Report on Form 8-K,
and unless otherwise indicated, the terms “the Company,” “Veritas Farms,” “we,”
“us” and “our” refer to Veritas Farms, Inc. and its subsidiary.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of New Director
Effective July 6, 2020, Robert C. Schweitzer
joined our board of directors. The following is a description of the background and business experience of Mr. Schweitzer.
Robert C. Schweitzer has been a banking
industry professional for over 40 years. Since 2012, Mr. Schweitzer founded and currently serves as the chief executive officer
of RCS Mediation & Consulting Services. In this capacity, he serves as a certified circuit civil mediator for the Florida Supreme
Court as well as a certified FINRA arbitrator, a certified Appellate Court mediator, and a mediator for the Office of Financial
Regulation for Florida. He is also on the roster of the American Arbitration Association. He currently serves as a member of the
board of directors of 1-800-PetMeds (NASDAQ: PETS) (chairman, member compensation, audit, nominating, and investment committees).
He formerly served as a member of the board of directors of Blink Charging Inc. (NASDAQ:BLNK) (Lead Independent Director,
chair audit and compensation committees, member nominating and governance committee), OmniComm Systems Inc. (OTCQX:OMCM) (Lead
Independent Director, audit committee chair and member compensation, nominating and governance committees), Altisource Asset Management
Company (NYSE:AAMC) (Lead Independent Director, member audit and compensation committees), Anthem Bank & Trust (chairman, compensation
committee chair, and member audit, investment, executive, and loan committees), Equinox Bank, RiceBran Technologies (NASDAQ:RIBT)
(chairman, compensation committee chair, member audit, nominating, and executive committees), and Shay Investment Services (member
management committee).
From 2007 to 2010, he was the president and
chief operating officer of Shay Investment Services Inc., a full-service registered broker-dealer with 11 national offices and
trading desks. From 2004 to 2006, he served initially as a consultant to and then as the president/chief executive officer of Equinox
Bank FSB, and then regional President of Northwest Savings Bank. From 1999 to 2003, Mr. Schweitzer was the regional president
of Union Planters Bank, now Regions Bank. From 1993 to 1999, he was the executive vice president and director of the corporate
banking group of Bank of America/NationsBank/Barnet Bank, Inc. From 1991 to 1993, he was the director of real estate, construction,
and environmental consulting of Coopers & Lybrand. Mr. Schweitzer was the vice president and manager of Mid-Continent’s
real estate division (1987 to 1991) and the vice president and manager of domestic credit process review (1985 to 1987) of The
First National Bank of Chicago. From 1975 to 1985, he was the senior vice president and manager of Central North American banking
group of Wachovia Corporation. Mr. Schweitzer spent 30 years active and reserve in the U.S. Navy nuclear submarine force
and retired with the rank of Captain. He received his Bachelor of Science degree from the U.S. Naval Academy and his Master of
Business degree from the University of North Carolina Chapel Hill. We believe that given his extensive financial services and investment
experience, Mr. Schweitzer will be a valuable addition to the Veritas Farms board of directors.
As is the case with our other non-employee
directors, Dr. Bao Tran Doan, Kellie Newton and Marc J. Horowitz, we will compensate Mr. Schweitzer with an annual grant of stock
options under our 2017 Incentive Stock Plan, in an amount and on terms to be determined by the board of directors. The initial
grant to Mr. Schweitzer is for an option to purchase 50,000 shares at an exercise price of $0.40 per share. The options vests in
four (4) quarterly installments commencing ninety (90) days from the date of grant and is contingent upon his continued service
on the board. As is the case with our other nonemployee directors, we have also agreed to reimburse Mr. Schweitzer for out-of-pocket
expenses incurred in connection with attending board and committee meetings and have entered into an indemnification agreement
with him.
Director Independence
The Company’s board of directors has
determined that Mr. Schweitzer is “independent” within the meaning of the applicable rules and regulations of
the Securities and Exchange Commission (the “SEC”) and the listing standards of the Nasdaq Stock Market and
the NYSE American. Mr. Schweitzer will serve as a member of the board’s compensation committee.
On July 7, 2020 the Company issued a
press release announcing that it has signed a Memorandum of Understanding with an international technology company to exclusively
license and bring a proprietary extraction technique to the domestic U.S. hemp industry.
A copy of the Company’s press release
dated July 7, 2020 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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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.
Dated: July 10, 2020
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VERITAS FARMS, INC.
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By:
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/s/ Alexander M. Salgado
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Alexander M. Salgado, Chief Executive Officer
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