0001540615 false 0001540615 2021-11-04
2021-11-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
November 4, 2021
Puget Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada |
(State of Incorporation) |
|
333-179212 |
|
01-0959140 |
Commission File Number |
|
(I.R.S. Employer Identification
No.) |
|
|
|
1200 North Federal Highway,
Suite 200-A;
Boca Raton,
Florida |
|
33432 |
(Address of Principal Executive
Offices) |
|
(Zip Code) |
|
|
|
1
561
2108535 |
(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:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act
(17 CFR 230.425). |
|
|
☐ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12). |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)). |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)). |
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.
Registrant’s
website: https://pugettechnologies.com/
Section 1 - Registrant’s
Business and Operations
Item 1.01 |
Amendment of Material Definitive Agreement. |
Qest Consulting Group, Inc., a Colorado corporation and the
Registrant’s “parent”, as that term is defined in Rule 405 of
Commission Regulation C (“Qest”) acts as the Registrant’s strategic
consultant pursuant to a retainer and consulting agreement entered
into on October 20, 2020, a copy of which was filed in a report of
current event on Form 8-K with the Commission on October 26, 2020
(the “Puget-Qest Consulting Agreement”).
In order to avoid potential conflicts of interest when Qest
introduces an acquisition candidate to the Registrant, the
Puget-Qest Consulting Agreement was amended on November 5, 2021, so
that in the event the Registrant enters into an acquisition
agreement with any person or entity party to a consulting agreement
with Qest, such agreement will be merged into the Puget-Qest
Consulting Agreement. In that case, the Registrant will assume all
obligations owed by Qest to such entity and Qest will relinquish
its right to all compensation under such agreement but the
Registrant will issue securities equal to 10% of those issued to
the acquired entity to Qest as consideration for relinquishing its
rights to compensation under the consulting agreement with the
acquired entity. Thereafter, services rendered for the benefit of
the acquired entity by Qest will be rendered through the Puget-Qest
Consulting Agreement. Section 1.4(A)(1) of the Puget-Qest
Consulting Agreement was also amended to reflect that Qest will
still be providing services to the acquired entity, albeit through
the Puget-Qest Consulting Agreement, by providing that the current
$10,000 monthly retainer payable by Puget to Qest during the
original term of the Puget-Qest Consulting Agreement will be
increased by $2,000 per subsidiary acquired or formed by the
Registrant, whether or not through Qest. During any renewals, the
additional monthly sum would be $1,000 per additional subsidiary.
Finally, the Registrant and Qest acknowledged that because of
interlocking directorates and shared officers, conflicts of
interest difficult to resolve seemed probable and therefore, the
Registrant agreed to accelerate its efforts to promptly recruit,
elect and retain qualified personnel to replace Messrs. Hermann
Burckhardt and Thomas Jaspers, both of whom are currently officers
and directors of both Qest and the Registrant. Messrs. Hermann
Burckhardt and Thomas Jaspers would nonetheless continue to make
their services available to the Registrant through the Puget-Qest
Consulting Agreement, as amended.
A copy of the foregoing amendment is
filed as exhibit 10.01 to this report of current event and
the foregoing disclosure is qualified in its entirety by reference
thereto.
Section 5 - Corporate
Governance and Management
Item 5.02 |
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
Election of Karen Lynn Fordham as member of the Registrant’s
Board of Directors.
As
previously reported, at the 2021 annual meeting of the Registrant’s
shareholders held on June 7, 2021, the shareholders ratified the
recommendation that the Registrant’s board of directors be expanded
to nine or more members, at least three of whom should be
independent so that audit, nominating and compensation committees
could be implemented as envisioned by the Registrant’s articles of
incorporation and bylaws. Based on the foregoing, at a special
meeting of the Registrant’s board of directors held on November 6,
2021, Karen Lynn Fordham, the Registrant’s president and chief
executive officer, whose biography and compensation were disclosed
in a current report on Form 8-K filed with the Commission on August
25, 2021, was elected as a member of the board of directors.
Puget Technologies, Inc., current report on Commission Form 8-K,
Page 2 of 5 (excluding exhibits).
Recruitment of Additional Members of the Registrant’s Board of
Directors.
The
Registrant has recruited Professor John (Jay) Shiver of George
Mason University and former Florida State Senator Nancy Detert to
serve on its board of directors, their terms to start at such time
as a policy of officers and directors liability is in place
following closing on the Registrant’s currently pending offering of
$20,000,000 in shares of its Class B Convertible Preferred Stock in
reliance on Rule 506(b) of Commission Regulation D. Mr. Shiver and
Ms. Detert will serve as independent directors and pursuant to the
terms of their agreements with the Registrant entered into on
November 4, and November 6, 2021, respectively. Each will receive
$60,000 per annum plus participation in Puget’s qualified incentive
stock option program with specific amounts of stock to be
determined by the compensation committee of the board of directors
after election of sufficient independent directors to staff it. Ms.
Detert has elected to receive half of her $60,000 annual
compensation in cash and the balance in restricted shares of the
Registrant’s common stock, valued as of the closing transaction
price on the last trading day of each month. The agreements with
Mr. Shiver and Ms. Detert were ratified, confirmed and adopted at
the meeting of the board of directors held on November 6, 2021 and
they were elected as members but will not assume their offices
until an officers’ and directors’ liability insurance policy is in
place. Copies of the Registrant’s agreements with Mr. Shiver and
Ms. Detert are filed as exhibit 10.02 and 10.03 respectively and
the foregoing disclosure is qualified in its entirety by reference
thereto.
Biographical information:
Professor Shiver:
John
(Jay) Shiver, MHA, age 75, is an assistant professor and the
Undergraduate Coordinator of Health Administration and Policy at
George Mason University where he teaches in the graduate and
undergraduate programs. Mr. Shiver is a seasoned healthcare
executive and thought leader, consultant, and healthcare operations
manager with more than 30 years of experience in hospital
administration, physician practice management and management
consulting. As a consultant he has assisted healthcare
organizations and medical universities across the country. He has
advised health system leaders, boards of trustees, physicians and
medical school leaders on a broad range of issues including
strategic planning, mergers and acquisitions, new venture
development, strategic alliances, organizational development,
conflict resolution, clinical service line development and
ambulatory care strategies. Prior to his management consulting
career, Mr. Shiver had fifteen years of hospital operations
experience with teaching facilities of up to 970 beds. He also
served as the chief executive officer of a 160 physician group
practice and physician billing company. Mr. Shiver has served as
faculty for the American College of Healthcare Executives, the
American Academy of Medical Administrators and lectures nationally.
He publishes regularly, has edited numerous texts and newsletters,
hosted healthcare internet sites and hosted a television show. He
has served as Past President of National Capital Healthcare
Executives, Past Board Member of Kiwanis of Washington, DC, and the
United Way of Arlington County. His publications include the
following books Managing Integrated Health Systems. Optimizing
Emergency Department Throughput, Operations Management, Solutions
for Health Care Decision Makers, Freestanding Emergency Centers, a
Guide to Planning, Organization and Management, as well as the
chapter “Building a Successful Leadership Team” in the book: New
Leadership for Today’s Health Care Professionals, and, the working
paper “Risk Analysis for Unauthorized Disclosure of Patient
Information: A Proposal for a National Incidence Database. The
Critical Infrastructure Protection Project” included in Workshop I
Working Papers, George Mason University Press. Mr. Shiver is a 1968
graduate of the Citadel, the Military College of South Carolina and
holds a master’s degree in medical health administration from
Virginia Commonwealth University.
Puget Technologies, Inc., current report on Commission Form 8-K,
Page 3 of 5 (excluding exhibits).
Commissioner Detert
Former state senator Nancy Detert was elected to the Sarasota
County Commission in 2016. Commissioner Detert has served in the
Florida House of Representatives (1998-2006) and Florida Senate
(2008-2016). Her other public service includes the Sarasota County
School Board (1988-1992), Enterprise Florida Board of Directors
(2009) and the Florida Commission on Tourism (2009). Born and
raised in Chicago, Illinois, Commissioner Detert attended Siena
Heights University in Michigan. She started Osprey Mortgage Company
in Venice, Florida, and served as its president for 25 years.
Commissioner Detert, a descendant of Charles Carroll, a signer of
the Declaration of Independence, is the recipient of numerous
awards and many bills sponsored by her were passed including the
Nancy Detert Caring and Compassionate Act, a bill that extends
Foster Care from age 18 to 21. Her honors and awards include the
following: City of Venice, Pillar of the Community Award, 2015;
Florida Chamber of Commerce, Distinguished Advocate Award, 2015;
Florida League of Cities, Legislative Distinction Award, 2014; Big
Brothers Big Sisters, Legislator of the Year Award, 2014; Guardian
ad Litem, Children’s Champion, 2014; Sarasota County Community
Youth Development, Leadership Award, 2014; Arts & Cultural
Alliance of Sarasota County, Arts Education Leadership Award, 2014;
Florida PTA’s Legislator of the Year, 2013; Florida Bar Trial
Lawyers Section Champion of Justice Independence Award, 2011;
Sarasota County Bar Association Distinguished Service Award,
2010-2011; Associated Builders & Contractors, Inc., FL Gulf
Coast Chapter, ABC “Free Enterprise” Award, 2010; Florida Music
Educators’ Association, Friend of Music Education Award, 2010;
Florida Art Education Association, Friend of Art Education Award,
2009; Associated Builders and Contractors, Inc., Friend of Free
Enterprise, 2009; Florida School Boards Association, Inc.,
Legislator of the Year, 2009, 2002, 1999; Florida Association of
Conventions and Visitors Bureaus, Legislator of the Year, 2004;
Florida Economic Development Council, Inc., Legislator of the Year
Award, 2004; Florida Housing Coalition, Legislator of the Year,
2004, 2003; National Academy of Recording Arts and Sciences,
Florida Chapter, “Florida Heroes Awards”, 2004; Sarasota Office of
Housing and Community Development Award, 2004; Florida Association
of Museums, Museum Service Award, 2003; Florida Bankers
Association, Leadership Award, 2003; Florida Boys and Girls Club,
Recognition of Service, 2002; Florida Funeral Directors, Legislator
of the Year, 2002; Funeral and Cemetery Alliance of Florida,
Outstanding Legislator of the Year, 2002; Florida Association of
Mortgage Brokers, Legislator of the Year, 2001; Florida Association
of Technical Educators, Legislator of the Year, 2001; Ranked by The
Miami Herald as one of the Top 25 State Legislators for her “sound
policy objectives and behind the scenes work”; Big Brothers Big
Sisters, Legislator of the Year, 2000; Florida Association of
School Administrators, Legislator of the Year, 2000; Girls, Inc.,
“She Knows Where She’s Going” Award, 2000; Gulf Coast Marine
Institute, Legislator of the Year, 2000; Sarasota
Classified/Teachers Association, Legislator of the Year, 2000;
Florida Association of School Social Workers, Legislator of the
Year, 1999; Women of Distinction, Award for Finance, 1998; and,
Venice Area Chamber of Commerce, Small Business of the Year Award,
1993.
Section 9 - Financial
Statements and Exhibits Item 9.01 Financial Statements and
Exhibits.
Puget Technologies, Inc., current report on Commission Form 8-K,
Page 4 of 5 (excluding 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.
|
Puget Technologies,
Inc. |
|
|
|
By: |
/s/Karen Lynn Fordham/s/ |
Date: November 8,
2021 |
|
Karen Lynn Fordham, President and
Chief Executive Officer |
|
|
|
By: |
/s/Thomas Jaspers/s/ |
|
|
Thomas Jaspers, Treasurer and
Chief Financial Officer |
Puget Technologies, Inc., current report on Commission Form 8-K,
Page 5 of 5 (excluding exhibits).
Puget Technologies (CE) (USOTC:PUGE)
Historical Stock Chart
From May 2022 to Jun 2022
Puget Technologies (CE) (USOTC:PUGE)
Historical Stock Chart
From Jun 2021 to Jun 2022