Current Report Filing (8-k)
February 07 2020 - 4:13PM
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: February 7, 2020 (February
4, 2020)
(Date of earliest event reported)
ITEM 9 LABS CORP.
(Exact name of registrant as specified in its
charter)
Delaware
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000-54730
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96-0665018
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(State of 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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2727 North 3rd Street, Suite 201
Phoenix, Arizona 85004
(Address of principal executive offices and
zip code)
1-833-867-6337
(Registrant’s telephone number, including
area code)
N/A
(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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a -12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d -2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e -4(c))
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 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. ☐
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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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers;
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On February 4, 2020, the Board appointed
Mr. Doug Bowden, age 60 as a member of the Company’s Board of Directors.
The biography for Mr. Bowden is set
forth below:
Mr. Bowden started his career
in the electronics industry, working in a successful family run business, which he purchased with his brother and ran for nearly
20 years. This tech company's success was based on signal processing and monitoring providing hardware and software for broadcasters during
the high definition revolution. Bowden sold his business in 2009 and in 2013, Mr. Bowden and his son started Viridis
Group, a real estate company centered on buying and remodeling luxury condos in Colorado and Arizona. Through this venture they
gained experience in real estate acquisition, design, project and construction management, leasing, finance and sales. With a focus
on people, the planet and profits – in that order, Viridis Group has recently adopted the name Bowden Investment Group to
reflect the passion for the family business. As such, Mr. Bowden brings extensive experience with multitier investment strategies
in real estate, software, and sustainable investments. Mr. Bowden attended the University of South Dakota where he studied business.
Family Relationships
Mr. Bowden is the father of the Company’s
Chief Executive Officer and member of board of directors, Andrew Bowden.
Related Party Transactions
Mr. Bowden is co-founder of Viridis Group,
dba Bowden Investment Group, a strategic partner of the Company. On September 13, 2018, the Company entered into a Loan and Revenue
Participation Agreement and Promissory Note with Viridis. A full discussion of all related party transactions can be found in the
Form 10 filed with the SEC on June 27, 2019, incorporated by reference herein.
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.
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ITEM 9 LABS CORP.
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Dated: February 7, 2020
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By:
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/s/ Andrew Bowden
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Andrew Bowden
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Chief Executive Officer
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