Current Report Filing (8-k)
July 03 2018 - 1:08PM
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):
June 27, 2018
INDOOR
HARVEST CORP
(Exact
name of registrant as specified in its charter)
Texas
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000-55594
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45-5577364
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5300
East Freeway Suite A
Houston,
Texas
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77020
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(Address
of Principal Executive Offices)
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(Zip
Code)
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832-649-3998
(Registrant’s
telephone number, including area code)
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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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 [X]
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.
On
June 27, 2018, Inc. Indoor Harvest Corp (the “Company”) entered into an accounting services agreement (the “AS
Agreement”) with PubCo Reporting Solutions, Inc. (“PubCo”). Pursuant to the AS Agreement, the Company engaged
PubCo to provide accounting services including the preparation of the Company’s financial statements and assistance with
the preparation of the Company’s filings with the Securities and Exchange Commission. Pursuant to the AS Agreement the Company
agreed to pay PubCo an hourly rate of $65 to $150 depending on the PubCo staff member required to complete the tasks at issue,
it is estimated that the Company’s costs for PubCo’s services under the AS Agreement will be between $3,500 to $5,000
per quarter. The foregoing description of the AS Agreement is only a summary of the material terms of the AS Agreement, and does
not purport to be complete, and is qualified in its entirety by reference to the AS Agreement, a copy the form of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On
June 27, 2018, the Company entered into an advisory agreement (the “Advisory Agreement”) with Electrum Partners, LLC
(“EP”). Pursuant to the Advisory Agreement the Company engaged EP to provide advisory services to the Company relating
to operating in the cannabis industry including reviewing internal documents related to the Company’s cannabis related projects
and assisting with a capital raise. In exchange for the services to be provided by EP pursuant to the Advisory Agreement, the
Company agreed to pay EP $10,000 per month, with such monthly payments to be deferred until September 15, 2018 and the Company
further agreed to grant EP 924,500 shares of the Company’s common stock with 424,500 shares vesting upon execution of the
Advisory Agreement and with 50,000 shares vesting each month thereafter until the total 924,500 shares have vested. The term of
the Advisory Agreement is for two years. The foregoing description of the Advisory Agreement is only a summary of the material
terms of the Advisory Agreement, and does not purport to be complete, and is qualified in its entirety by reference to the Advisory
Agreement, a copy the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
June 27, 2018, the Board of Directors of the Company approved the outsourcing of the chief marketing officer position as a part
of an organizational restructuring. In connection therewith, the Board of Directors terminated the employment of the Company’s
Chief Marketing Officer (the “Former CMO”), effective 90 days from the date of termination. The Company provided formal
notice of the terminations to the Former CMO on June 28, 2018.
On
June 27, 2018, the Board of Directors of the Company approved the termination of Annette Knebel from her position as Chief Financial
Officer of the Company pursuant to the terms of Mr. Knebel’s employment agreement with the Company effective immediately
and further on the same date, the Board of Directors of the Company approved the termination of Mr. Knebel from her position as
a member of the Company’s Board of Directors consistent with the Company’s Amended and Restated Bylaws, effective
immediately.
Effective
July 3, 2018, Chad Sykes will act as the Company’s principal financial officer and principal accounting officer.
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.
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INDOOR
HARVEST CORP.
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Date:
July 3, 2018
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By:
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/s/
Daniel Weadock
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Daniel
Weadock,
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Chief
Executive Officer
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Indoor Harvest (CE) (USOTC:INQD)
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