Current Report Filing (8-k)
June 25 2020 - 5:24PM
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): January 24, 2020
AAC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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001-36643
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35-2496142
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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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200 Powell Place
Brentwood, Tennessee
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37027
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(Address of Principal Executive Offices)
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(Zip Code)
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(615) 732-1231
(Registrants telephone number, including area code)
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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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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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:
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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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Common Stock, $0.001 par value per share
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AACH
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OTC
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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
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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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As previously reported, on January 8, 2020, the Board of
Directors (the Board) of AAC Holdings, Inc., a Nevada corporation (the Company), appointed Andrew W. McWilliams, the Companys Chief Financial Officer, to serve as Chief Executive Officer, commencing upon
the effectiveness of Mr. Michael T. Cartwrights previously reported resignation as Chief Executive Officer. Mr. Cartwrights resignation became effective on January 24, 2020. On January 24, 2020, the Board
appointed Mr. McWilliams to serve as a director on the Board.
There are no arrangements or understandings between
Mr. McWilliams and any other person pursuant to which Mr. McWilliams was selected as a director of the Company. Since the beginning of the Companys last fiscal year, the Company has not engaged in any transaction, or any currently
proposed transaction, in which Mr. McWilliams had or will have a direct or indirect material interest in which the amount involved exceeded or would exceed $120,000.
Also, on January 24, 2020 (the Effective Date), the Company entered into an employment agreement with
Mr. McWilliams (the Employment Agreement) with respect to his employment as the Companys Chief Executive Officer. Pursuant to the Employment Agreement, Mr. McWilliams is entitled to receive an initial annual base
salary commensurate with industry standards & experience and is eligible to receive a targeted annual cash bonus, as determined by the Board and subject to and in accordance with the Companys annual bonus policies. As of the Effective
Date, Mr. McWilliams was entitled to 500,000 shares of the Companys common stock which have not been granted. Pursuant to the Employment Agreement, Mr. McWilliams is otherwise eligible to participate in any equity compensation plan
of the Company on such terms as may be approved by the Board. The Employment Agreement has an initial term of three years, renewing annually for successive one-year terms, subject to either partys right
to terminate the Employment Agreement by providing not less than 120 days notice prior to each such one-year anniversary. If the Employment Agreement is terminated by the Company for cause (as defined
therein) or by Mr. McWilliams without good reason (as defined therein), the Company must pay only such obligations as have accrued through the last day of employment. If the Employment Agreement is terminated by the Company other than for cause
or by Mr. McWilliams for good reason, then the Company must continue to pay Mr. McWilliams base salary then in effect for a period of twenty-four months, continue to provide employee benefits during such period, and additionally pay
to Mr. McWilliams any prorated bonus as determined by the Board. The Employment Agreement otherwise contains customary non-competition, and non-solicitation
restrictions applicable during the term of the Employment Agreement and extending for a period of twelve months following termination of Mr. McWilliams employment with the Company, together with other customary terms and conditions.
Additionally, on January 24, 2020, the Company entered into a consulting and non-executive chairman agreement (the Consulting Agreement) with Mr. Cartwright, pursuant to which Mr. Cartwright has agreed to provide the Company with his services as Chairman of the
Board, together with certain other consulting services for a two-year period. The Consulting Agreement provides for consulting fees of $50,000 per month during the term, other than in respect of January,
February and the months of March through July 2020, for which the applicable fees are $22,575, $100,000 and $75,485, respectively. The Consulting Agreement additionally provides for an annual retainer of $250,000 for Mr. Cartwrights
service as Chairman of the Board, to be paid in four quarterly installments. If the Consulting Agreement is terminated by the Company for cause (as defined therein) or by Mr. Cartwright for any reason, the Company must pay only such obligations
as have accrued through the last day of Mr. Cartwrights service as a consultant. If the Consulting Agreement is terminated by the Company other than for cause, then the Company must pay to Mr. Cartwright in a lump sum the balance of
the consulting fees that would have otherwise become payable through the duration of the full two-year consulting term. The Consulting Agreement otherwise contains customary
non-competition and non-solicitation provisions, together with other customary terms and conditions.
The foregoing description of the Employment Agreement and the Consulting Agreement is only a summary and is qualified in its entirety by
reference to the full text of the Employment Agreement and the Consulting Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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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AAC HOLDINGS, INC.
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By:
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/s/ Andrew W. McWilliams
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Andrew W. McWilliams
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Chief Executive Officer
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Date: June 25, 2020