Current Report Filing (8-k)
August 06 2018 - 5:15PM
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
August
1, 2018
Date
of Report
Q2EARTH,
INC.
(Exact
name of Registrant as specified in its Charter)
Delaware
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000-55148
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20-1602779
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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420
Royal Palm Way, #100
Palm
beach, FL 33480
(Address
of Principal Executive Offices)
(561)
693-1423
(Registrant’s
Telephone Number, including area code)
(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 14-a-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))
Item
5.02 Appointment of Certain Officers
On
August 1, 2018, Q2Earth, Inc. (the “Company”) appointed David Shields as Chief Financial Officer of the Company.
Prior
to joining the Company, Mr. Shields served as the Vice President of Corporate Development for Oldcastle BuildingEnvelope®,
a division of CRH plc and the largest fabricator and distributor of commercial glass, engineered products, and glazing hardware
and supplies in North America. During his three-year tenure at Oldcastle, he was responsible for overall strategy development,
sourcing acquisition opportunities and conducting due diligence, valuation, and contract negotiation for multiple acquisitions,
divestitures and capital expenditure projects encompassing greater than $1 billion. Prior to Oldcastle, Mr. Shields gained significant
experience in the organics sector as the Managing Director of Corporate Development for BCR Environmental Corporation. Prior to
BCR over a six-year period of time, he was an investment banker with Wells Fargo Securities, UBS Securities and Morgan Keegan
and Company where he provided strategic financial advice and transaction execution expertise to companies in a variety of industries.
Mr. Shields, age 37, holds a Masters of Business Administration from the Kenan-Flagler Business School at the University of North
Carolina – Chapel Hill and a Bachelor of Business Administration from the University of Mississippi, both with academic
distinction.
Mr.
Shields’ employment agreement provides for a two-year term with renewal options, base salary of $220,000, an equity grant
subject to vesting and forfeiture (exact number of shares has not yet been determined), performance-based cash and equity bonuses
to be determined by the Board of Directors and other benefits commensurate with the other executive level employees of the Company,
a 12-month severance for termination without cause or for “good reason”, non-compete / non-solicitation covenants,
and other standard benefits and features.
Mr.
Shields does not have any family relationships with any other Company executive or Board member, nor is a party to any related
transaction.
Item
9.01 Financial Statements and Exhibits.
(b)
Exhibits. None – Agreement to be subsequently filed.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned hereunto duly authorized.
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Q2EARTH INC.
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Date:
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August
6, 2018
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By:
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/s/
Christopher Nelson
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Christopher
Nelson
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President
and General Counsel
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