Current Report Filing (8-k)
May 12 2020 - 5:11PM
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): March 10, 2020
GSRX
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
Nevada
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333-141929
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14-1982491
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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
Number)
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Building
No. 3, P.E. 606, int. Jose Efron Ave.
Dorado,
Puerto Rico 00646
(Address
of principal executive offices, and zip code)
(214)
808-8649
(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):
[ ]
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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N/A
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N/A
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N/A
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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 (§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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(b)
Director and Officer Departures
On
March 10, 2020, in accordance with Sections 78.320 and 78.335(1) of the Nevada Revised Statute (NRS) and as authorized by the
bylaws of GSRX Industries Inc. (the “Company” or “GSRX”), Chemesis International Inc. (“Voting Shareholder”),
GSRX’s largest shareholder which controls over 2/3 of the voting power entitled to with respect to the removal and appointment
of members of GSRX’s board of directors, acted by written consent and voted to remove Mr. Christian Briggs, Mr. Steven Farkas
and Mr. Leslie Ball without cause from the GSRX Board of Directors.
Effective
March 10, 2020, Mr. Briggs, Mr. Farkas and Mr. Ball are no longer directors of the Company. Mr. Ball was removed from his position
as President and Chief Executive Officer effective the same date.
Section
78.320(2) of the NRS and Section 2.10 of the Company’s bylaws provide that any action required or permitted to be taken
at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed
by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required
for such an action at a meeting, then that proportion of written consents is required. Section 78.335(1) of the NRS and Section
3.4 of the Company’s bylaws provide that any director or one or more of the incumbent directors may be removed as a director
only by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock
entitled to vote.
(c)
New Officer Appointments
To
fill the resulting vacancy, effective March 10, 2020, the Voting Shareholder appointed Troy Nihart (age 42) as Interim CEO and
President.
Mr.
Nihart brings an extensive background in business operations that have included a focus on profit and loss optimization, strategic
planning, finance and financial reporting. Prior to joining the Corporation, he served as a Strategic Advisor of Iso International,
LLC from July 2018 through January 2020. He also served as COO of Iso International, LLC DBA Isodiol from January 2016 through
June 2017 and as President of Iso International, LLC from June 2017 through June 2018. Additionally, he served as President for
HempMeds from 2013 through 2016 and was a Co-Founder of Kannaway in 2014.
There
are no family relationships among Mr. Nihart and the members of the Board of Directors of the Registrant or the other members
of senior management of the Registrant.
(d)
New Directors Elected
On
March 10, 2020, the Voting Shareholder elected Mr. Jeffery Rogers to serve as a director of the Corporation.
Additionally,
Mr. Nihart was also elected by the Voting Shareholder to the Board as Chairman effective the same date.
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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GSRX INDUSTRIES INC.
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Dated: May 12, 2020
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By:
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/s/
Troy Nihart
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Name:
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Troy Nihart
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Title:
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Interim President and CEO
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GSRX Industries (CE) (USOTC:GSRX)
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