Current Report Filing (8-k)
June 08 2018 - 3:11PM
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):
June 5, 2018
XSPAND PRODUCTS LAB, INC.
(Exact Name of Registrant as Specified in
Charter)
Nevada
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001-38448
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82-2199200
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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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909 New Brunswick Avenue
Phillipsburg, New Jersey
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08865
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(Address of principal executive offices)
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(Zip Code)
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(610) 829-1039
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(Registrant’s Telephone Number, Including Area Code)
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(Former name or former address, if changed
since last report)
Copies to:
Marc J. Adesso
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219
Telephone: (615) 244-6380
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:
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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
x
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.
x
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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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On June 5, 2018, Richard
H. Williams resigned as a member of the board of directors (the “Board”) of Xspand Products Lab, Inc. (the “Company”)
and as chairman of the Board’s audit committee. The resignation was not in connection with any known disagreement with the
Company on any matter relating to the Company’s operations, policies or practices.
On June 5, 2018, Frank
Jennings was appointed to the Company’s Board until his successor is duly qualified and elected to succeed him at the Company’s
next annual meeting or such earlier date of his resignation or removal, in order to fill the vacancy created by Mr. Williams’
resignation. Also on June 5, 2018, the Company’s current director, Michael Palleschi was appointed as chairman of the Board’s
audit committee, in order to fill that vacancy created by Mr. Williams’ resignation. Concurrently, Mr. Palleschi resigned
as chairman of the Board’s compensation committee, and Mr. Jennings was appointed as chairman of the Board’s compensation
committee in order to fill the vacancy created by Mr. Palleschi’s resignation.
Frank Jennings
Frank Jennings brings
over 26 years of experience in business development and management of sales professionals in a variety of technology-adjacent industries.
From August 2014 to present, Mr. Jennings has been employed as the Vice President of Sales, North America by Doctor on Demand,
Inc., a telemedicine provider. From August 2011 to August 2014, he was employed as Assistant Vice President of New Business Development
by Castlight Health, a technology company focused on employee health benefits solutions. Mr. Jennings holds a Bachelor of Arts
from Ohio State University.
The Board has determined
that Mr. Jennings is an “independent director” as defined and determined in accordance with the rules of The Nasdaq
Stock Market, Inc. and the Securities Exchange Act of 1934, as amended. Mr. Jennings has no family relationships with any of the
executive officers or directors of the Company. There have been no transactions in the past two years to which the Company or any
of its subsidiaries was or is to be a party, in which Mr. Jennings had or has an interest requiring disclosure under Item 404(a)
of Regulation S-K.
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Item 5.03.
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Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
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On June 6, 2018, the
Board approved an amendment and restatement of the Company’s bylaws in order to: (i) increase the maximum number of directors
allowed to sit on the Board to seven directors, and (ii) eliminate the prohibition against stockholder action by written consent.
The foregoing description of the amendment and restatement of the Company’s bylaws is qualified in its entirety by reference
to the full text of the First Amended and Restated Bylaws of Xspand Products Lab, Inc., a copy of which is attached hereto as Exhibit
3.1, and incorporated into this Item 5.03 by reference.
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Item 7.01.
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Regulation FD Disclosure.
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On June 7, 2018, the
Company issued a press release discussing a letter of intent the Company executed with the aim of adding approximately 50,000 square
feet to the Company’s United States-based production facilities. A copy of the press release is furnished herewith as Exhibit 99.1.
The information contained
in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information
in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation
FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise
publicly available.
On June 6, 2018,
the Company changed its corporate address to 909 New Brunswick Avenue, Phillipsburg, New Jersey 08865.
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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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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
thereunto duly authorized.
Date: June 8, 2018
XSPAND PRODUCTS LAB, INC.
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By:
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/s/ Christopher B. Ferguson
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Name:
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Christopher B. Ferguson
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Title:
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Chief Executive Officer
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