Current Report Filing (8-k)
May 04 2020 - 9:01AM
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
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): April 29, 2020
SIGMA
LABS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38015
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27-1865814
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (505) 438-2576
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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Common
Stock, par value $0.001 per share
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SGLB
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The
NASDAQ Stock Market LLC
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Warrants
to Purchase Common Stock, par value $0.001 per share
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SGLBW
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The
NASDAQ Stock Market LLC
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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.
Effective
as of April 30, 2020, Mark K. Ruport, age 67, was appointed as President, Chief Executive Officer and principal
executive officer of Sigma Labs, Inc. (“we,” “us,” “our,” “Sigma,” or the “Company”).
Since December 3, 2019, Mr. Ruport had served as Executive Chairman. Mr. Ruport will no longer serve as Executive Chairman,
but will remain a director on the Board of Directors of the Company. There are no arrangements or understandings between Mr. Ruport
and any other persons pursuant to which he was chosen as President, Chief Executive Officer and principal executive officer of
the Company. There are no family relationships between Mr. Ruport and any of the Company’s directors, executive officers
or persons nominated or chosen by the Company to become a director or executive officer. Mr. Ruport is not a party to any current
or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K, and Mr. Ruport’s
employment letter agreement with the Company remains in place in accordance with its terms except for the changes in Mr.
Ruport’s position.
Effective
as of April 30, 2020, as part of the leadership change, John Rice resigned from his positions as President, Chief Executive Officer,
and principal executive officer of the Company. Mr. Rice will remain a director on the Board of Directors and will continue to
serve as Chairman of the Board. Mr. Rice will be entitled to be compensated as a non-employee director (on a pro-rata basis for
2020 based on the partial year during which Mr. Rice will serve as a non-employee director) under the Company’s director
compensation program, as may be adjusted from to time for all non-employee directors. On May 1, 2020, we entered into a consulting
agreement with Mr. Rice, pursuant to which Mr. Rice was engaged to provide, among other services to be determined by the Company,
advice regarding the structure of certain financial and other strategic transactions involving the Company, on an as-needed basis.
Pursuant
to the consulting agreement, among other things, (i) the Company will pay Mr. Rice $460.00 per hour for services rendered that
are requested by the Chief Executive Officer of the Company and performed by Mr. Rice, provided that the minimum amount to be
paid to Mr. Rice for such services performed by Mr. Rice with respect to a calendar month during the term of the consulting agreement
is $2,000.00 as to such month, (ii) on May 1, 2020 (the “Grant Date”), the Company granted Mr. Rice under our 2013
Equity Incentive Plan a five-year stock option to purchase up to 16,044 shares of common stock of the Company, which option has
an exercise price equal to the closing price of the Company’s common stock on the Grant Date and is fully vested as of the
Grant Date, (iii) stock options that have been previously granted to Mr. Rice that are described in the Company’s filings
with the Securities Exchange Commission will continue to remain outstanding in accordance with the terms of the applicable stock
option agreements and will expire 90 days after the later of the date that Mr. Rice is no longer a director of the Company or
the consulting agreement is terminated, (iv) the 969 shares of the Company’s common stock granted to Mr. Rice on April 10,
2020 have been forfeited, and (v) the term of the consulting agreement will continue until December 31, 2020, provided that either
party may terminate such agreement upon fifteen days’ prior written notice to the other party.
The
foregoing description of Mr. Rice’s consulting agreement does not purport to be a complete description of the terms and
conditions therein. The full text of such agreement is filed as Exhibit 10.1 and is incorporated herein by reference.
On
May 4, 2020, we issued a press release announcing the foregoing leadership changes. A copy of the press release is attached to
this Report as Exhibit 99.1 and is incorporated herein by reference.
Item
5.08 Shareholder Proposals.
On
April 29, 2020, our Board of Directors established June 15, 2020 as the date of the Company’s 2020 Annual Meeting of Stockholders
(the “2020 Annual Meeting”). As the date of the 2020 Annual Meeting has been changed by more than 30 calendar days
from the date of the July 18, 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”), in accordance with
Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing
stockholders of such change.
In
addition, because the 2020 Annual Meeting will be held more than 30 days from the anniversary date of the 2019 Annual
Meeting, the deadline for stockholder nominations or proposals for consideration at the 2020 Annual Meeting set forth in the
Company’s 2019 Proxy Statement no longer applies. Accordingly, in order to be included in the proxy materials for the
2020 Annual Meeting, stockholders who intend to nominate a candidate for election to the Board of Directors or to propose
other business for consideration at the 2020 Annual Meeting to be included in the Company’s proxy materials for the
2020 Annual Meeting (including a proposal made pursuant to Rule 14a-8 promulgated under the Exchange Act, and any notice on
Schedule 14N), must ensure that such proposal is received by the Company at its principal executive offices, 3900 Paseo del
Sol, Santa Fe, New Mexico 87507, Attn: Corporate Secretary, no later than the close of business on May 11, 2020, which the
Company has determined to be a reasonable time before it expects to begin to mail its proxy materials for the 2020 Annual
Meeting.
Further,
the Company’s Bylaws, as amended, require that the Company be given advance notice of stockholder nominations for election
to the board of directors and of other matters which stockholders wish to present for action at an annual meeting of stockholders,
other than matters included in the Company’s proxy statement. The required notice must be in writing, include all of the
information specified in the Company’s Bylaws, as amended, and be received by the Company’s Corporate Secretary at
the Company’s principal executive offices not later than the close of business on May 11, 2020. Stockholder proposals intended
to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting of Stockholders must comply
with applicable Nevada law, the rules and regulations promulgated by the Securities and Exchange Commission and the procedures
set forth in the Company’s Bylaws, as amended.
Item
9.01 Financial Statements and Exhibits.
(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.
Date:
May 4, 2020
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SIGMA
LABS, INC.
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By:
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/s/
Mark K. Ruport
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Name:
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Mark
K. Ruport
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Title:
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President
and Chief Executive Officer
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