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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
July
1, 2024
Date
of Report (Date of earliest event reported)
One
World Products, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-56151 |
|
61-1744826 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
6605
Grand Montecito Parkway, Suite 100
Las
Vegas, Nevada |
|
89149 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(800)
605-3201
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
July 1, 2024, One World Products, Inc., a Nevada corporation (the “Company”), entered into an Employment, Confidentiality
and Proprietary Rights Agreement (the “Peterson Employment Agreement”) with Todd Peterson, pursuant to which
Mr. Peterson will serve as the Company’s Chief Financial Officer. The initial term of the Peterson Employment Agreement is 12 months
and renews automatically for successive 12-month terms, unless cancelled by either the Company or Mr. Peterson upon not less than 10-days’
written notice prior to the end of the then-current term. Under the Peterson Employment Agreement, Mr. Peterson is to be compensated,
as follows:
| |
(1) |
a
monthly salary of $8,000; |
| |
|
|
| |
(2) |
a
quarterly bonus of $15,000, payable the fifth calendar day prior to the last day of each fiscal quarter during the term of the Peterson
Employment Agreement (“Grant Date”), to be paid in cash or in shares of the Company’s common stock,
at the Company’s option (the number of shares is to be determined based on the closing stock price on the Grant Date), commencing
on September 25, 2024. |
| |
|
|
| |
(3) |
a
signing bonus of 250,000 shares of the Company’s common stock, which shares were valued at $0.045 per share (the closing sale
price of the Company’s common stock on July 1, 2024), or $11,250, in the aggregate. |
The
foregoing description of the Peterson Employment Agreement is qualified in its entirety by the full text of the Peterson Employment Agreement,
which is filed as Exhibit 10.1 to, and incorporated by reference in, this Current Report.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Chief
Financial Officer. On July 1, 2024, the Board of Directors of the Company terminated Timothy Woods as the Company’s Chief
Financial Officer and appointed Todd Peterson as the Company’s new Chief Financial Officer.
Todd
Peterson, CPA, has been the president of KSNE2 Enterprises, LLC, an accounting and consulting firm located in Las Vegas, Nevada,
specializing in publicly traded microcap companies, since August 2008. Mr. Peterson had previously been the chief financial officer of
Digipath, since June 19, 2015. From February 2007 to August 2008, he was the senior accounting manager of Accuity Financial, an accounting
firm located in Las Vegas, Nevada, specializing in publicly traded microcap companies. Mr. Peterson was the audit manager of DeJoya Griffith
and Company, a PCAOB registered audit firm located in Las Vegas, Nevada, providing audit and accounting services primarily to publicly
traded microcap companies, from November 2004 to February 2007. He was also the audit manager of Ocel, Heimer & Associates, Ltd.,
a regional audit firm located in Minneapolis, Minnesota, from 1999 to 2004. Upon graduating from the University of St. Thomas with a
Bachelor of Arts degree in accounting in 1997, Mr. Peterson worked as an accountant during 1998 for R.W. Ramsay & Associates, Ltd.
In
conjunction with Mr. Peterson’s appointment as Chief Financial Officer, the Company and Mr. Peterson entered into the Peterson
Employment Agreement. In this regard, the information set forth under Item 1.01 is incorporated herein by reference.
President.
On July 2, 2024, Joerg Sommer resigned as the Company’s President, effective immediately. The Board of Directors of the Company
has not yet appointed a new President.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
One
World Products, Inc. |
| |
|
|
| Date:
July 5, 2024. |
By: |
/s/
Dr. Kenneth Perego, II |
| |
Name: |
Dr.
Kenneth Perego, II |
| |
Title: |
Vice
Chairman of the Board |
Exhibit
10.1
EMPLOYMENT,
CONFIDENTIALITY
AND
PROPRIETARY RIGHTS AGREEMENT
This
Employment, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 1st day of
July, 2024 (the “Effective Date”) by and between One World Products, Inc. (the “Company”), and Todd
Peterson (the “Employee”).
WHEREAS,
the Company desires to employ the Employee as the Chief Financial Officer of the Company in accordance with the terms and provisions
of this Agreement, and the Employee desires to serve the Company in such capacity.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, the parties hereto agree as follows:
1.
Employment. The Company hereby employs the Employee, and the Employee hereby accepts employment by the Company, upon the
terms and subject to the conditions set forth in this Agreement. Employee shall be employed as the Chief Financial Officer of the Company,
and shall render such services and have such duties as are customary for such position, including, without limitation, those services
and duties set forth in the Schedule attached hereto or as the Board of Directors or Chief Executive Officer of the Company may request
from time to time.
2.
Compensation. For the services rendered by Employee under this Agreement, the Company shall pay the Employee the compensation
specified in the Schedule.
3.
Term and Survivability. The term of this Agreement shall be for successive annual periods starting from the Effective Date
and shall renew automatically at the end of each twelve-month term unless cancelled by either party upon not less than ten (10) day’s
written notice prior to the end of the term. Upon termination of this Agreement the following sections of this Agreement shall survive
such termination: Sections 3, 5, 6, 7, 8, 10, 11, 12 and 14.
4.
Costs and Expenses of Employee’s Performance. Except as set forth on the Schedule, all costs and expenses of Employee’s
performance hereunder shall be borne by the Employee.
5.
Confidentiality. Employee agrees that Employee will not, except when required by applicable law or order of a court, during
the term of this Agreement or thereafter, disclose directly or indirectly to any person or entity, or copy, reproduce or use, any Trade
Secrets (as defined below) or Confidential Information (as defined below) or other information treated as confidential by the Company,
known, learned or acquired by the Employee during the period of the Employee’s employment by the Company. For purposes of this
Agreement, “Confidential Information” shall mean any and all Trade Secrets, knowledge, data or know-how of the Company, any
of its affiliates or of third parties in the possession of the Company or any of its affiliates, and any nonpublic technical, training,
financial and/or business information treated as confidential by the Company or any of its affiliates, whether or not such information,
knowledge, Trade Secret or data was conceived, originated, discovered or developed by Employee hereunder. For purposes of this Agreement,
“Trade Secrets” shall include, without limitation, any formula, concept, pattern, processes, designs, device, software, systems,
list of customers, training manuals, marketing or sales or service plans, business plans, marketing plans, financial information, or
compilation of information which is used in the Company’s business or in the business of any of its affiliates. Any information
of the Company or any of its affiliates, which is not readily available to the public, shall be considered to be a Trade Secret unless
the Company advises Employee in writing otherwise. Employee acknowledges that all of the Confidential Information is proprietary to the
Company and is a special, valuable and unique asset of the business of the Company, and that Employee’s employment by the Company
has created, creates and will continue to create a relationship of confidence and trust between the Employee and the Company with respect
to the Confidential Information. Furthermore, Employee shall immediately notify the Company of any information, which comes to its attention,
which might indicate that there has been a loss of confidentiality with respect to the Confidential Information. In such event, Employee
shall take all reasonable steps within its power to limit the scope of such loss.
6.
Return of the Company’s Proprietary Materials. Employee agrees to deliver promptly to the Company on termination
of this Agreement for whatever reason, or at any time the Company may so request, all documents, records, artwork, designs, data, drawings,
flowcharts, listings, models, sketches, apparatus, notebooks, disks, notes, copies and similar repositories of Confidential Information
and any other documents of a confidential nature belonging to the Company, including all copies, summaries, records, descriptions, modifications,
drawings or adaptations of such materials which Employee may then possess or have under its control. Concurrently with the return of
such proprietary materials to the Company, Employee agrees to deliver to the Company such further agreements and assurances to ensure
the confidentiality of proprietary materials.
7.
Assignment of Proprietary Rights. Other than the Proprietary Rights (as defined below) listed on the Schedule attached
hereto, if any, Employee hereby assigns and transfers to the Company all right, title and interest that Employee may have, if any, in
and to all Proprietary Rights (whether or not patentable or copyrightable) made, conceived, developed, written or first reduced to practice
by Employee, whether solely or jointly with others, during the period of Employee’s employment with the Company which relate in
any way to the actual or anticipated business or research and development of the Company, or result from or are suggested by any task
assigned to Employee or by any of the work Employee has performed or may perform for the Company. Employee acknowledges and agrees that
the Company shall have all right, title and interest in, among other items, all research information and all documentation or manuals
related thereto that Employee develops or prepares for the Company during the period of Employee’s employment by the Company and
that such work by Employee shall be work made for hire and that the Company shall be the sole author thereof for all purposes under applicable
copyright and other intellectual property laws. Other than the Proprietary Rights listed on the Schedule attached hereto, Employee represents
and covenants to the Company that there are no Proprietary Rights relating to the Company’s business which were made by Employee
prior to Employee’s employment by the Company. Employee agrees promptly to disclose in writing to the Company all Proprietary Rights
in order to permit the Company to claim rights to which it may be entitled under this Agreement. With respect to all Proprietary Rights
which are assigned to the Company pursuant to this Section 7, Employee will assist the Company in any reasonable manner to obtain for
the Company’s benefit patents and copyrights thereon in any and all jurisdictions as may be designated by the Company, and Employee
will execute, when requested, patent and copyright applications and assignments thereof to the Company, or other persons designated by
the Company, and any other lawful documents deemed necessary by the Company to carry out the purposes of this Agreement. Employee will
further assist the Company in every way to enforce any patents, copyrights and other Proprietary Rights of the Company. “Proprietary
Rights” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments,
designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights in any of the items listed
above. The term “Intellectual Property Rights” means all trade secrets, copyrights, trademarks, mask work rights, patents
and other intellectual property rights recognized by the laws of any jurisdiction or country.
8.
Trade Secrets of Others. Employee represents to the Company that its performance of all the terms of this Agreement does
not and will not breach any agreement to keep in confidence proprietary information or trade secrets acquired by Employee in confidence
or in trust prior to his employment by the Company, and Employee will not disclose to the Company, or induce the Company to use, any
confidential or proprietary information or material belonging to others. Employee agrees not to enter into any agreement, either written
or oral, in conflict with this Agreement.
9.
Other Obligations. Employee acknowledges that the Company, from time to time, may have agreements with other persons which
impose obligations or restrictions on the Company regarding proprietary rights made or developed during the course of work hereunder
or regarding the confidential nature of such work. Employee agrees to be bound by all such obligations and restrictions and to take all
action necessary to discharge the obligations of the Company hereunder.
10.
Non-Solicit. Employee will not, during the term this Agreement and for one year thereafter, directly or indirectly (whether
as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant, or otherwise) with or through
any individual or entity: (i) employ, engage or solicit for employment any individual who is, or was at any time during the twelve-month
period immediately prior to the termination of this Agreement for any reason, an employee of the Employee, or otherwise seek to adversely
influence or alter such individual’s relationship with the Employee; or (ii) solicit or encourage any individual or entity that
is, or was during the twelve-month period immediately prior to the termination of this Agreement for any reason, a customer or vendor
of the Employee to terminate or otherwise alter his, her or its relationship with the Employee or any of its affiliates.
11.
Equitable Remedies. In the event of a breach or threatened breach of the terms of this Agreement by Employee, the parties
hereto acknowledge and agree that it would be difficult to measure the damage to the Company from such breach, that injury to the Company
from such breach would be impossible to calculate and that monetary damages would therefore be an inadequate remedy for any breach. Accordingly,
the Company, in addition to any and all other rights which may be available, shall have the right of specific performance, injunctive
relief and other appropriate equitable remedies to restrain any such breach or threatened breach without showing or proving any actual
damage to the Company.
12.
Governing Law. This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the
State of Nevada. In the event a judicial proceeding is necessary, the sole forum for resolving disputes arising under or relating to
this Agreement are the federal and State courts located in Las Vegas, Nevada and all related appellate courts, and the parties hereby
consent to the jurisdiction of such courts, and that venue shall be in Las Vegas, Nevada.
13.
Entire Agreement: Modifications and Amendments. The terms of this Agreement are intended by the parties as a final expression
of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior
or contemporaneous agreement. The Schedule referred to in this Agreement is incorporated into this Agreement by this reference. This
Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance
granted, except by written instrument signed by the parties or by their agents duly authorized in writing or as otherwise expressly permitted
herein.
14.
Attorney Fees. Should any party institute any action or proceeding to enforce this Agreement or any provision hereof, or
for damages by reason of any alleged breach of this Agreement or of any provision hereof, or for a declaration of rights hereunder, the
prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and expenses, including
reasonable attorneys’ fees, incurred by the prevailing party in connection with such action or proceeding.
15.
Prohibition of Assignment. This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated
by Employee without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder
made without such prior written consent shall be void and of no effect.
16.
Binding Effect: Successors and Assignment. This Agreement and the provisions hereof shall be binding upon each of the parties,
their successors and permitted assigns.
17.
Validity. This Agreement is intended to be valid and enforceable in accordance with its terms to the fullest extent permitted
by law. If any provision of this Agreement is found to be invalid or unenforceable by any court of competent Jurisdiction, the invalidity
or unenforceability of such provision shall not affect the validity or enforceability of all the remaining provisions hereof.
18.
Notices. All notices and other communications hereunder shall be in writing and, unless otherwise provided herein, shall
be deemed duly given if delivered personally or by telecopy or mailed by registered or certified mail (return receipt requested) or by
Federal Express or other similar courier service to the parties at the following addresses or (at such other address for the party as
shall be specified by like notice).
(i)
If to the Company:
One
World Products, Inc.
6605
Grand Montecito Pkwy, Suite 100
Las
Vegas, NV 89149
KennethP@owpv.com
(ii)
If to the Employee:
Todd
Peterson
________________
Las
Vegas, Nevada 89129
email:
Todd@KSNE2Enterprises.com
Any
such notice, demand or other communication shall be deemed to have been given on the date personally delivered or as of the date mailed,
as the case may be.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date written above.
| |
ONE WORLD PRODUCTS, INC. |
| |
|
|
| |
By: |
/s/ Isiah L. Thomas, III |
| |
Name:
|
Isiah L. Thomas, III |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
EMPLOYEE: |
| |
|
|
| |
By: |
/s/ Todd Peterson |
| |
|
Todd
Peterson |
| |
Title: |
Chief Financial Officer |
Schedule
| 1. |
DUTIES |
| |
|
| |
The
Employee shall have the titles CFO, Treasurer and Secretary with duties and responsibilities commensurate with such titles of a publicly-reporting
company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall be responsible for the
following: |
| |
a) |
Preparation
of the Company’s financial statements |
| |
b) |
Oversight
and management of the Company’s accounting function |
| |
c) |
Oversight
of the Company’s internal controls |
| |
d) |
Review
of contracts and agreements |
| |
e) |
Act
as Company point person in connection with auditor quarterly reviews and annual audits |
| |
f) |
Be
primarily responsible for timely filing of all required periodic reports under the Exchange Act |
| |
g) |
Perform
additional duties from time to time as reasonable requested by email from the Chief Executive Officer |
| 2. |
SCHEDULE
AND COMMITMENT OF TIME: |
| |
|
| |
Employee
will work a minimum of 20 hours per week. Work need not be performed at Company offices unless reasonably requested by the Company’s
Chief Executive Officer. |
| |
|
| 3. |
REPORTING
SCHEDULE: |
| |
|
| |
Employee
shall report to the Chief Executive Officer and Board of Directors. |
| |
|
| 4. |
COMPENSATION
AND PAYMENT TERMS: |
| |
|
| |
The
Employee shall be paid $8,000 per month for the above services in accordance with the Company’s regular payroll practices. |
| |
|
| |
In
addition, Employee will be granted $15,000 on the fifth calendar day prior to the last day of each fiscal quarter (“Grant Date”)
to be paid in cash or shares of the Company’s common stock at the Company’s option whereas the number of shares is to
be determined based on the closing stock price on the Grant Date, commencing with the first issuance on September 25, 2024 (“Stock
Consideration”). Upon termination of employment, the Stock Consideration will be pro-rated and determined based on the closing
stock price on the Termination Date. |
| |
|
| |
In
addition, Employee will be granted a signing bonus of 250,000 shares of the Company’s common stock (the “Bonus Shares”)
on July 1, 2024. With respect to the Bonus Shares, Employee represents as follows: |
| |
|
| |
(a)
Employee is acquiring the Bonus Shares for Employee’s own account for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities
Act of 1933, as amended (the “1933 Act”). Employee agrees not to sell, hypothecate or otherwise transfer the Bonus Shares
issued to Employee hereunder, unless the Bonus Shares are registered under the federal and applicable state securities laws or unless,
in the opinion of counsel satisfactory to the Company, an exemption from such law is available; |
| |
(b)
Employee understands that: (1) the Bonus Shares have not been and are not being registered under the 1933 Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, or (B) Employee
shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that the Bonus Shares to
be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements;
(2) any sale of the Bonus Shares made in reliance on Rule 144 under the 1933 Act (or a successor rule thereto) (“Rule 144”)
may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Bonus Shares
under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that
term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations
of the SEC thereunder; and (3) except as otherwise set forth in this Agreement, neither the Company nor any other person is under
any obligation to register such securities under the 1933 Act or any state securities laws or to comply with the terms and conditions
of any exemption thereunder. There can be no assurance that there will be any market for the Bonus Shares issued to Employee hereunder; |
| |
|
| |
(c)
Employee understands that the certificates or other indicia of ownership representing the Bonus Shares shall bear a restrictive legend
in substantially the following form: |
THESE
SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(a)(2) OF THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSED
TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS;
| |
(d)
Employee has received and reviewed in their entireties this Agreement and each representation, warranty and covenant set forth herein,
as well as all due diligence and other information, including the SEC Filings, necessary to verify the accuracy and completeness
of such representations, warranties and covenants. In addition, Employee has received answers to all questions regarding an investment
in the Employee and Employee has relied on the information contained therein and have not been furnished any other documents, literature,
memorandum or prospectus; and |
| |
|
| |
(e)
Consultant is not relying on any statements or representations of the Company or any of its agents for legal, tax or investment advice
with respect to this investment in the Bonus Shares, the transactions contemplated by this Agreement or the securities laws of any
jurisdiction. |
| |
|
| 5. |
EXPENSES: |
| |
All
expenses shall be pre-approved in advance by Company in order to qualify for reimbursement. An email authorization by an officer
of Company shall be deemed valid for this approval. |
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-Name Exchange Act
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-Section 12
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-Name Exchange Act
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-Publisher SEC
-Name Exchange Act
-Number 240
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-Subsection 12
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-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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