Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Todd
Denkin Separation
On
September 26, 2019 the Company entered into a Separation and Release Agreement with Todd Denkin (the “Separation Agreement”),
pursuant to which Mr. Denkin has resigned from all of his positions with the Company and its subsidiaries, including his positions
as Chief Executive Officer and a director of the Company. Pursuant to the Separation Agreement, Mr. Denkin will be paid a lump
sum payment of $20,000, and monthly payments of $6,000 during the three months following the date of the Separation Agreement
for providing consulting services and assisting with the transition of the Company’s new Chief Executive Officer. The Separation
Agreement further provides for the transfer to Mr. Denkin, at no additional cost to him, of the Company’s TNM News website
and related content.
The
foregoing description of the Separation Agreement is qualified in its entirety by reference to the actual terms of the Separation
Agreement, which has been filed as Exhibit 10.3 to this Current Report on Form 8-K, and which is incorporated herein by reference.
Kyle
Remenda Appointment as Chief Executive Officer
On
September 25, 2019, Kyle Remenda was appointed to serve as the Company’s Chief Executive Officer. Mr. Remenda, age
36, has served as the Chief Executive Officer of VSSL Enterprises Ltd. since its founding in December 2017. Since 2012, Mr. Remenda
has also been the Chief Executive Officer of CEO Remenda Solutions Ltd., a private company that provides risk mitigation, due
diligence and government licensing services for commercial cannabis producers.
Pursuant
to the Employment Agreement, the Company will pay Mr. Remenda an annual base salary of $160,000, and has awarded Mr. Remenda an
option to purchase 500,000 shares of Common Stock at a per share exercise price of $0.102 (the closing price of the Company’s
Common Stock on the grant date). The option vests as to one-quarter of the shares immediately, with the remaining shares vesting
in equal amounts on each of the next three anniversaries of the grant date. The Employment Agreement is for an initial term of
one-year and will renew automatically for successive one-year periods unless either party provides written notice of non-renewal
at least 30-days prior to the expiration of the then term. The Employment Agreement also includes confidentiality and non-solicit
provisions.
Other
than the Employment Agreement and the Binding LOI, there are no arrangements or understandings between Mr. Remenda and any other
persons pursuant to which he was appointed Chief Executive Officer. There are also no family relationships between Mr. Remenda
and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K., other than the Company’s acquisition of VSSL pursuant the Binding
LOI.
The
foregoing description of the Employment Agreement is qualified in its entirety by reference to the actual terms of the Employment
Agreement, which has been filed as Exhibit 10.4 to this Current Report on Form 8-K, and which is incorporated herein by reference.
Dennis
Hartman Appointment as Director
On
September 25, 2019, Dennis Hartman was appointed to the Company’s Board of Directors.
Dennis
Hartman, 63, is an attorney in private practice. There are no arrangements or understandings with Mr. Hartman pursuant to which
he was appointed as a director, or any related party transactions between the Company and Mr. Hartman that are subject to disclosure
under Item 404(a) of Regulation S-K.