Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of Peter Najarian
On
August 22, 2018, the Board of Directors (the “Board”) of the Company increased the number of directors to three and
appointed Mr. Peter Najarian as a director of the Company, effective immediately.
Peter
Najarian, age 54, is a recognizable contributor on the CNBC mid-day show “Halftime Report” as well as CNBC’s
post-market show “Fast Money”. Mr. Najarian is a founding member of Investitute.com, a financial education
and newsletter services company established in 2016. He is also a founding member of Rebellion Partners, LLC, a private banking
company, established in 2016.
He
is also is a founding member of One Chicago, an electronic exchange in futures on individual stocks, narrow-based indexes, and
ETFs. He is also the Co-Founder of Hedgehog, a stock, options, and futures trading platform and he co-developed the Heat Seeker™
and complementary programs identifying unusual buying activity in stocks, options, and futures.
Following
a football career that included several seasons with the NFL’s Tampa Bay Buccaneers and Minnesota Vikings, he began options
trading in 1992 at Mercury Trading, a market-making firm at the Chicago Board Options Exchange. Two years later, he assumed responsibility
for Mercury’s risk and arbitrage departments. In 2005, Najarian co-founded, optionMONSTER, an options news and education
firm, and tradeMONSTER, an online brokerage firm. Both were acquired in 2014 by private equity. Mr. Najarian graduated
with a B.A. degree from the University of Minnesota.
Mr.
Najarian will hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified
or until his earlier death, resignation or removal. The Board has determined that Mr. Najarian satisfies the definition of “independent”
director, including, without limitation, the applicable requirements of the NASDAQ Listing Rules and the Securities Exchange Act
of 1934, as amended.
In
connection with the appointment of Mr. Najarian, the Company granted him 100,000 shares of common stock, which vested immediately.
There
is no understanding or arrangement between Mr. Najarian and any other person pursuant to which Mr. Najarian was selected as a
director. Mr. Najarian does not have any family relationship with any director, executive officer or person nominated or chosen
by the Company to become a director or executive officer.
Appointment
of Tiffany Davis
On
August 22, 2018, the Board appointed Davis as a director of the Company, effective immediately.
Davis,
39, has served as the Company’s Chief Operating Officer since February 21, 2018. Between September 2017 and February 2018,
Davis was an operations executive for the Company. Davis has had 19 years of experience as a financial professional working in
both management consulting and private equity. She has held several key leadership positions in accounting, finance, and operations.
She has extensive experience in supply chain functionality, financial and operational due diligence, cash flow forecasting, financial
statement analysis, development and value retention in a number of industries including most recently in the cannabis industry.
From January 2016 through August 2017, Davis worked as management consultant for Central Park Financial, a U.S. based cannabis
consulting group supporting legal grows, assisting in license applications, developing programs for cultivators, business structuring
for medical dispensaries including developing M&A opportunities and initiation of several start-up ventures. Between July
2013 and January 2016, Davis worked as a Group Vice President for Lockton Brokerage, LLC, a U.S. based private equity group, performing
due diligence tasks resulting in placing hundreds of millions of dollars in creative investment and debt instruments for appropriate
investment opportunities. Between 2011 and 2013, Davis was a private equity analyst at Beacon Bay Holdings. From 2009 to 2011,
Davis was a Manger of Corporate Advisory for Grant Thornton, LLP, a worldwide accounting firm, in accounting and supply chain
services during the automotive crisis in the U.S., specifically on the Chrysler turnaround project. From 2005 to 2008, Davis worked
for an international technology sector company with $500 million in revenues as a Vice President of Special Projects for an automobile
parts sourcing project in India from the company’s headquarters in Chicago, Il. Davis received her B.S. from DePaul University
in 2002 and a MBA from University of Chicago Graduate School of Business in 2009.
Davis
will hold office until the next annual meeting of shareholders and until her successor shall have been elected and qualified or
until her earlier death, resignation or removal. The Board has determined that Davis does not satisfy the definition of “independent”
director, including, without limitation, the applicable requirements of the NASDAQ Listing Rules and the Securities Exchange Act
of 1934, as amended, as she is also an employee of the Company.
In
connection with the appointment of Ms. Davis to the Board, the Company granted her 100,000 shares of common stock, which vested
immediately.
There
is no understanding or arrangement between Davis and any other person pursuant to which Davis was selected as a director. Davis
does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become
a director or executive officer.
Employment
Agreements with Alan Lien and Tiffany Davis
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference
Resignation
of Alvin Hao
On
August 22, 2018, Alvin Hao resigned as a member of the Board, effective immediately. Mr. Hao remains as an Executive Vice President
of the Company. In submitting his resignation, Mr. Hao did not express any disagreement with the Company on any matter relating
to the registrant’s operations, policies or practices.