Current Report Filing (8-k)
April 10 2019 - 6:05AM
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):
April 4, 2019
Veritas
Farms, Inc.
|
(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. Las Olas 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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☐
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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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☐
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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 (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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Effective,
April 8, 2019, Bao T. Doan, M.D. and Kellie Newton joined our board of directors. The following is a brief description of the
background and business experience of each of Dr. Doan and Ms. Newton.
Bao
T. Doan, M.D.
, 46, has been a practicing interventional radiologist for over twenty (20) years and since 2009 has served
as National Medical Director and Staff Interventional and Diagnostic Radiologist for Envision Physician Services (formerly Sheridan
Healthcare, Inc.) in Plantation, Florida. Dr. Doan, a dual American board-certified radiologist and interventional radiologist,
holds a medical degree from McGill University Health Center in Montreal, Canada and a master’s degree in business administration,
healthcare management, from Western Governors University. Dr. Doan has published professional articles and papers and is
a member of various professional organizations. We believe that given her medical experience, Dr. Doan will be a valuable addition
to our board of directors.
Kellie
Newton
, 59, has over thirty (30) years of experience in the practice of corporate law, representing non-profits and companies
in a variety of matters including commercial transactions and corporate governance. Since December 2017, she has been a partner
at Whiteford, Taylor & Preston in Washington, D.C. and prior thereto, she was a partner at Dentons and its predecessor firm,
McKenna Long & Aldridge in Washington, D.C. from March 1993 to December 2017. Ms. Newton also is experienced as in-house counsel,
having served as Corporate Counsel at ChemLawn Services Corporation, one of the largest corporations engaged in providing landscaping
and indoor pest elimination services in the United States and Canada from 1990 to 1993 and as Senior Attorney at Warner Cable
Communications, Inc. from 1985 to 1990. Ms. Newton holds a B.A. degree in history and political science from Dickinson College
and a J.D. degree from Capital University Law School. We believe that Ms. Newton’s extensive experience in corporate law,
particularly in the area of corporate governance will make her a valuable addition to our board of directors.
We
believe that both Dr. Doan and Ms. Newton are “
independent
” as defined under Rule 10A-3(b)(1) under the Securities
Exchange Act of 1934, as amended. We intend to shortly add additional qualified individuals who would be so categorized to our
board, so that the board will be comprised of a majority of “
independent
” directors. At least one of such individuals
will be an “
audit committee financial expert
” as the term is defined by the applicable rules and regulations
of the Securities and Exchange Commission.
We
have agreed to compensate non-employee directors 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 grants to each of Dr. Doan and Ms. Newton are for
options to purchase 100,000 shares at an exercise price of $0.645 per share. The options vest in four (4) quarterly installments
commencing ninety (90) days from the date of grant and are contingent upon their continued service on the board. We have also
agreed to reimburse them for out-of-pocket expenses incurred in connection with attending board and committee meetings and have
entered into indemnification agreements with each director.
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Item
7.01
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Regulation
FD Disclosure.
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On
April 4, 2019, Veritas Farms commenced a private offering of its equity securities to “
accredited investors
”
pursuant to Rule 506(c) promulgated under the Securities Act of 1933, as amended. The Company is offering for sale up to
$10,000,000 of its equity securities on a “
best efforts
” (no minimum) basis, with the right to increase the
maximum amount of the offering to $15,000,000. The securities, when issued will be restricted securities of the Company.
The
Company intends to use the proceeds from the sale of the securities for marketing and sales, product research and development,
capital expenditures for additional production infrastructure and equipment, acquisition and implementation of an ERP IT system
and working capital and other general corporate purposes.
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: April 10, 2019
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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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