Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 23, 2020, Agritek Holdings, Inc.
(the “Company”) received the resignation of Scott Benson from his respective positions as Chief Executive Officer,
and sole Director for the Company. Pursuant to that, and on January 23, 2020, the last action of the sitting Board of Directors
(the “Board”) for the Company formally accepted the above resignation, and appointed B. Michael Friedman as interim
CEO and sole Director for the Company. A copy of this filing has been furnished to Mr. Benson who has provided no written
correspondence in response to the filing. There are no disputes or disagreements between the officer and the Company.
In connection with Mr. Friedman’s appointment as Chief Executive
Officer of the Company and Director, the Company shall enter into a Chief Executive Officer Employment Agreement (the “ CEO
Agreement”) with Mr. Friedman , to be dated by February 1, 2020, pursuant to which Mr. Friedman will serve as Interim Chief
Executive Officer and sole Board Director. Mr. Friedman’s employment is terminable by him or the Company at any time (for
any reason or for no reason).
Pursuant to the Interim CEO Agreement, Mr. Friedman will receive
an annual base salary of $120,000 with an additional equity compensation package. In the event that Mr. Friedman’s employment
is terminated within six months of commencing employment with the Company and such termination is not due to Mr. Friedman’s
voluntary resignation (other than at the request of the Board or the majority shareholders of the Company), Mr. Friedman will be
entitled to continued payment of his base salary for the remainder of such six-month period.
Please see the following biographical information
regarding Mr. Friedman:
B. Michael Friedman brings to Agritek
Holdings, Inc. a 30+ year chronicle of success driving benchmark-setting growth and expansion for Globally Focused Fortune 100,
Turnaround, and Start-Up Companies. He has proven himself as a results-proven, growth oriented, globally focused leader with
respected success in multiple industries and markets. Mr. Friedman has a proven track record in delivering exceptionally high shareholder
returns and profitability, driving vision, and achieving critical strategic goals. He has been a valued contributor to key strategic
acquisitions and highly successful joint ventures. Mr. Friedman has been profiled on two occasions in Florida Business Journal
as leading entrepreneur and CEO in business start-ups, was a Featured Speaker at Nasdaq Stock Exchange and a guest speaker on nationally
syndicated financial radio programs. Mr. Friedman brings investment banking experience and knowledge of the public markets as a
past employee of Bear Sterns and has achieved a business degree from a Florida State University.
Litigation
During the past ten
years, none of the appointees have been the subject of the following events:
1. A
petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or
similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general
partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive
officer at or within two years before the time of such filing;
2. Convicted
in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. The
subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
i) Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person
of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;
ii) Engaging
in any type of business practice; or
iii) Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal
or State securities laws or Federal commodities laws;
4. The
subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph
3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
5. Was
found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities
law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Was
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any
Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated;
7. Was
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
i) Any
Federal or State securities or commodities law or regulation; or
ii) Any
law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal
or prohibition order, or
iii) Any
law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Was
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.
Material Plans, Contracts or Other Arrangements
There are currently no material plans, contracts or other arrangements
with the new appointees.