Form 8-K - Current report

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): September 7, 2023

Veritas Farms, Inc.

(Exact name of registrant as specified in charter)

Nevada		333-210190		90-1254190
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

401 E. Las Olas Boulevard, Suite 1400 Fort Lauderdale, FL		33301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 691-4367

(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:

☐	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: None

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,” “Veritas Farms,” “we,” “us” and “our” refer to Veritas Farms, Inc. and its subsidiary.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 7, 2023, Ramon A. Pino (“Mr. Pino”) notified the Company of his resignation as Chief Financial Officer and from any and all other positions he holds with the Company and its subsidiary effective on or about November 15, 2023 (“Effective Date”). Except for certain restrictive covenants, including non-disclosure, non-compete, and non-solicitation covenants, contained in the Employment Agreement dated August 11, 2021 between the Company and Mr. Pino (“Employment Agreement”), the Employment Agreement will terminate effective on the Effective Date. Mr. Pino has indicated to the Company that his resignation is not due to a disagreement with the Company on any matter relating to the Company’s financial, operational, accounting or reporting policies, or practices. Additionally, the Company and Mr. Pino have agreed to reduce his annual base salary from $190,000 to $120,000 for the remaining duration of Mr. Pino’s tenure.

The Board of Directors of the Company intends to conduct a search of potential internal and external candidates to replace Mr. Pino. In the event a replacement for Mr. Pino is not engaged by the Effective Date, in the interim the Company’s Interim Chief Executive Officer and Interim President, Thomas E. Vickers, will assume the duties as principal financial officer and principal accounting officer of the Company.

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: September 8, 2023	VERITAS FARMS, INC.

	By:	/s/ Ramon A. Pino
		Ramon A. Pino, Chief Financial Officer

Cover	Sep. 07, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 07, 2023
Entity File Number	333-210190
Entity Registrant Name	Veritas Farms, Inc.
Entity Central Index Key	0001669400
Entity Tax Identification Number	90-1254190
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	401 E. Las Olas Boulevard
Entity Address, Address Line Two	Suite 1400
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33301
City Area Code	(833)
Local Phone Number	691-4367
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false