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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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Sara Gullickson – Resignation
On November 15, 2019, Ms. Sara Gullickson voluntarily
resigned as Chief Executive Officer and member of the Board of Directors of Item 9 Labs Corp. (the “Company”). The
resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies,
or practices. Ms. Gullickson and the Company have mutually agreed to amend the terms of the employment agreement and non-competition
agreement between Ms. Gullickson and the Company dated November 26, 2018 pursuant to which (i) the non-competition period shall
be reduced from three (3) years to four (4) months; (ii) Ms. Gullickson shall receive her full salary and health benefits for four
(4) months from the resignation date (a significantly reduced period of time); and (iii) Ms. Gullickson shall cancel and return
to treasury an aggregate amount 2,300,000 restricted shares of Company Common Stock which were acquired by Gullickson pursuant
to that certain Asset Purchase Agreement dated November 26, 2018 by and between by and between Arizona DP Consulting LLC, an Arizona
limited liability company, as seller, and Gullickson as the sole member of the seller on the one hand, and the Company and AZ DP
Holdings, LLC, a Nevada limited liability company as buyer, on the other hand.
In exchange for the aforementioned terms,
the Company and Gullickson agreed to a release of claims against each other, among other things. The agreement contains customary
representations and warranties customary for agreements of this type.
Andrew Bowden – Appointment
On November 18th, 2019, the Board appointed
Mr. Andrew Bowden, age 31, as the Company’s Chief Executive Officer. Mr. Bowden is a current member of the Company’s
Board of Directors.
The biography for Mr. Bowden is set
forth below:
Andrew Bowden brings extensive experience
with multitier investment strategies in real estate, software, and sustainable investments. As CEO and co-founder of Bowden Investment
Group for the previous seven years, Mr. Bowden brings his business experience and leadership to the forefront of Item 9 Labs. Mr.
Bowden is also skilled and experienced with fundraising and partnering efforts which will extend our current portfolios with the
right strategic partnerships.
Family Relationships
Mr. Bowden is not related to any Officer
or Director of the Company.
Related Party Transactions
Mr. Bowden is co-founder and CEO of Viridis,
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.
Jeffrey Rassas – Resignation
On November 18th, 2019, Mr. Jeffrey Rassas
voluntarily resigned as Chairman of the Board of Directors of the Company, effective immediately. The resignation was not the result
of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Rassas
will continue to serve as a member of the Company’s Board of Directors and Chief Strategy Officer.
The Board approved and accepted Mr. Rassas’
resignation as Chairman of the Board on November 18th, 2019.
Ronald L. Miller, Jr. – Appointment
On November 18th, 2019, the Board appointed
Mr. Ronald L. Miller, age 55, as the Company’s Chairman of the Board of Directors. Mr. Miller is a current member of the
Board of Directors.
The biography for Mr. Miller is forth below:
Mr. Miller has served as Executive Vice President,
Chief Financial Officer, and Secretary of THAT’S EATERTAINMENT CORP., or TEC, since December 2015. Mr. Miller has been a
principal of a predecessor and current subsidiary of TEC since February 2014 and has served as its Chief Financial Officer since
April 2015. Mr. Miller also has served as a director and Chairman of the Audit Committee of Quest Resource Holding Corporation
since October 2012. Quest is publicly traded on Nasdaq under the ticker symbol QRHC. Mr. Miller served as a director of one of
Quest’s predecessors, Earth911, from July 2010 to October 2012. Mr. Miller served as Chief Executive Officer of Southwest
Capital Partners , LLC, an investment banking firm, from September 2009 to March 2015. He served as a Managing Director of CKS
Securities LLC, an investment banking firm, from February 2010 to December 2011. Mr. Miller served as Vice Chairman of Miller Capital
Markets, LLC, a Scottsdale, Arizona headquartered boutique investment banking firm from May 2009 to August 2009. He served as Chief
Executive Officer of Alare Capital Partners, LLC, a Scottsdale-based investment banking and strategic advisory firm, from September
2005 to May 2009. From 2001 to 2005, Mr. Miller served as a Managing Director of The Seidler Companies Incorporated, an investment
banking firm and member of the NYSE. Mr. Miller served from 1998 to 2001 as a Senior Vice President and was instrumental in the
opening of the Phoenix, Arizona office of Wells Fargo Van Kasper. From 1994 to 1998, Mr. Miller served as Senior Vice President
of Imperial Capital, and from 1993 to 1994, was associated with the Corporate Finance Department of Ernst & Young. Mr. Miller
began his career in the M&A department of PaineWebber, Inc.
Family Relationships
Mr. Miller is not related to any Officer
or Director of the Company.
Related Party Transactions
There are no related party transactions
reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.