Current Report Filing (8-k)
November 01 2019 - 5:18PM
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): October 29, 2019.
Diego
Pellicer Worldwide, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-55815
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33-1223037
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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6160
Plumas Street, Suite 100, Reno, NV 89519
Registrant’s
telephone number, including area code: (516) 900-3799
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:
[ ]
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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 DFR 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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[ ]
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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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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
1.01 Entry into a Material Definitive Agreement.
Item
1.02 Termination of a Material Definitive Agreement.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Item
701 Regulation FD
Items
1.01, 1.02 and 5.02 Director-Officer Resignation and Appointments. On October 29, 2019, Diego Pellicer Worldwide, Inc.
(“Registrant”) accepted the resignation of Ron Throgmartin from his positions as CEO, President and Director. Mr.
Throgmartin’s resignation was not the result of any disagreements with Registrant’s plan of operations, policies or
management.
On
the same date, Registrant appointed Christopher D. Strachan, Registrant’s Chief Financial Officer, to membership on Registrant’s
Board of Directors and appointed Nello Gonfiatini III, Regiatrant’s Chief Operations Officer, to the additional post of
Chief Executive Officer. Mr. Strachan has served as Registrant’s accountant and was appointed Chief Financial Officer on
February 1, 2016, and Mr. Gonfiantini has served with Registrant since May 12, 2016, when he began his service to Registrant as
a Consultant and then transitioning to Vice President-Real Estate on February 8, 2017. Registrant and Messrs. Gonfiantini and
Strachan are currently negotiating revised employment agreements.
Director
Appointment. Christopher Strachan joined Registrant as its Chief Financial Officer in October, 2015. Mr. Strachan is
an accomplished CFO, CEO, and manager with 30 years in corporate operations, marketing, securities, finance and 20 years of executive
management experience. He has worked largely with developing and startup corporations, where he has honed his skills. For the
past five years, Mr. Strachan has served as the President of Helisports LLC, a business development consulting company. In addition,
he served as the CEO of Rhodes Architectural Stone from 2011 to 2012, the Director of Marketing and Sales of Glasair Aviation
from 2012 to 2014 and the Director of Flight Operations and R&D at RotorWay Helicopters from 2009 to 2011. Mr. Strachan received
his Bachelor of Science degree in accounting and economics from the University of the Witwatersrand, Johannesburg, South Africa,
participated in the Professional Pilot Program at Salt Lake Community College and attended Brigham Young University, studying
International Finance. On the basis of his financial background, experience and operational skills, Mr. Strachan is qualified
to serve as a Director of Registrant.
Separation
Agreement. Registrant and Ron Throgmartin signed a 5-year term Separation Agreement which, among other matters, terminated
his Employment Agreement, as amended. In addition, this agreement provides that the Registrant will pay him $5,000 monthly against
his accrued salary/fees and 50% of future compensation due under his terminated Employment Agreement, with certain accelerated
payments in the event Registrant’s financial results attain certain EBITA benchmarks. Registrant shall have the right to
require Mr. Throgmartin to provide consulting services to Registrant for a per diem fee of $500. Readers are alerted that all
of these disclosures of certain provisions of the Separation Agreement are subject in their entirety to the terms and provisions
set forth in the Separation Agreement, a copy of which is attached as an exhibit to this Current Report.
Item
701. On November 1, 2019, Registrant issued a press release concerning Items 1.01 and 5.02, attached as an Exhibit.
(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 thereunto duly authorized.
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Diego Pellicer Worldwide,
Inc.
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November
1, 2019
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By:
Christopher D. Strachan
Chief
Financial Officer
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Diego Pellicer Worldwide (CE) (USOTC:DPWW)
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