Report of unscheduled material events or corporate changes.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 20, 2015
AGRITEK HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
|(State of Other Jurisdiction of Incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
|319 Clematis Street, Suite 1008, West Palm Beach, FL.||33401|
|(Address of principal executive offices||including zip code)|
(Registrant’s telephone number, including area code): (561)-249-6511
(Former Name or Former Address, if Changed Since Last Report)
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2015, the Board of Directors of Agritek Holdings, Inc. (the “Company”) appointed Justin Braune to serve as the Company’s Chief Executive Officer and President, effective March 20, 2015.
Prior to joining the Company, Mr. Braune, age 33, served as the chief operating officer of Voodoo Science, LLC and Vapor Wild from 2014 to 2015. From 2013 to 2014, Mr. Braune served as the Chief of Operations for Veracity Security, a technology company located in San Diego. From 2013-2014 Mr. Braune was the Director of Sales at Lear Capital. Since 2010 he owned and operated Braune Enterprises a real estate and investment brokerage firm. Mr. Braune graduated from the United States Naval Academy with a B.S. degree in electrical engineering in and was commissioned as an officer in the U.S. Navy. After earning his master’s degree in nuclear engineering, Mr. Braune operated the nuclear reactors onboard the USS RONALD REAGAN aircraft carrier. He served in the U.S. Navy until 2009 and subsequently earned his MBA at the University of Southern California, Marshall School of Business. Our Board believes that Mr. Braune’s extensive relationships and experience in the field of medicinal cannabis vaporizers will be an asset to our Board.
In connection with his appointment as Chief Executive Officer, President and a member of our Board of Directors, Mr. Braune entered into an employment and board of directors agreement dated as of March 20, 2015 (the “Employment Agreement”) with the Company pursuant to which he will receive an annual salary of $100,000, subject to adjustment, and a monthly bonus (the “Bonus”) equal to at least 5% of the Company’s monthly net sales for the immediately preceding month. The Bonus is payable in cash or Company common stock, at Mr. Braune’s option. The price of the Company’s stock shall be calculated on the basis of the average fair market value of the Company’s common stock for the month during which the Bonus was earned.
In addition, the Company will grant to Mr. Braune 15,000,000 shares of the Company’s common stock, to be held in escrow and released by the Company to Mr. Braune in accordance with the following vesting schedule: (i) 5,000,000 shares shall vest on September 15, 2015, and (ii) 10,000,000 shares shall vest on March 15, 2016. Mr. Braune also is eligible to participate in any stock option plan maintained by the Company and available to other employees. ’s standard benefit programs for senior management.
The Employment Agreement continues until terminated by either party upon 90 days’ prior written notice.
On March 20, 2015, B. Michael Friedman submitted his resignation as Chief Executive Officer and a member of our Board of Directors. There were no disagreements between us and Mr. Friedman as to our operations, policies (including accounting or financial policies), or practices. Mr. Friedman will become an advisor to the Board of Directors.
Item 8.01. Other Events.
On March 17, 2015, the Company issued a press release announcing Mr. Braune’s appointment and Mr. Friedman’s resignation, as described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
|10.1||Employment and Board of Directors Agreement effective March 20, 2015 by and between Agritek Holdings, Inc. and Justin Braune.|
|99.1||Agritek Holdings, Inc. press release dated March 17, 2015.|
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.
|AGRITEK HOLDINGS, INC.|
|Date: March 20, 2015||By:||/s/ Justin Braune|
Chief Executive Officer and President
AGRITEK HOLDINGS INC.
BOARD OF DIRECTORS AGREEMENT
THIS EMPLOYMENT AND BOARD OF DIRECTORS AGREEMENT is made effective as of March 20th, 2015, (the "Effective Date") by and between Agritek Holdings Inc. a Delaware Corporation and publically traded Company (the "Company") under the symbol “AGTK” and Justine Braune (the "Employee" or “Director”).
A. Company desires to obtain the services of Employee to serve on the Company’s Board of Directors (“BOD”) and as Chief Executive Officer (“CEO”) and President of the Company and the Employee desires to serve on the BOD and fulfill the duties as CEO and President upon the following terms and conditions.
B. Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which Company considers vital to its business and goodwill.
C. The Proprietary Information may necessarily be communicated to or received by Director in the course of serving on the BOD for the Company or in the course of serving as CEO and President of the Company, and Company desires to obtain the services of Director, only if, in doing so, it can protect its Proprietary Information and goodwill.
D. Company does not, however, desire to receive from Director, or for Director to either induce the use of or use in connection with the performance of his duties as the CEO and President of the Company or as a member of the Company’s BOD, any information which is confidential to or ownership of which resides in a third party, whether acquired either prior to or subsequent to Director's retention hereunder.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Board Member, CEO and President. Company hereby retains Director to serve on its Board of Directors and to serve as the CEO and President of the Company. The term of this Agreement (the “Term”) shall be the period commencing on the Effective Date and terminating upon ninety (90) days prior written notice delivered by either party to the other for any reason, subject to the By-Laws of the Corporation. Upon any termination of the Services as provided in this Section 1, this Agreement shall terminate except that the provisions set forth in Section 2.b and Section 4 of this Agreement shall survive such termination.
2. Position, Duties, Responsibilities.
a. Duties. Director shall have the authority and duty to manage and conduct the business of the Company and such other duties and responsibilities as reasonably requested by the Company, including but not limited to the Services described in Exhibit A attached hereto (“Services”). Director shall devote Director’s commercially reasonable efforts and attention to the performance of the Services for the Company on a timely basis. Director shall also make himself available to answer questions, speak with shareholders, provide advice and provide Services to the Company upon reasonable request and notice from the Company. Director shall perform his duties faithfully and diligently and shall abide by the policies of the Company and any changes to them that may be adopted by the Company, except to the extent inconsistent with the terms of this Agreement.
b. No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Director is an officer and employee of the Company and not an agent, joint venturer, or partner of the Company for any purposes whatsoever. Director is skilled in providing the services identified in this Agreement. To the extent necessary, Director shall be solely responsible for any and all taxes related to the receipt of any equity compensation under this Agreement. Director hereby represents, warrants and covenants that Director has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Director will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Director is now or hereinafter becomes obligated.
Director agrees to deliver such further agreements and other instruments as Company may reasonably request to give effect to this Section 4.
3. Compensation, Benefits, Expenses.
a. Compensation. As full and complete consideration of the Services to be rendered hereunder, the Company shall pay Director the Compensation described on Exhibit A attached to and incorporated in this Agreement.
b. Reimbursement of Expenses. Company shall promptly reimburse Director for any reasonable costs and expenses incurred by Director in connection with any Services specifically requested by Company and actually performed by Director pursuant to the terms of this Agreement. Each such expenditure or cost shall be reimbursed only if: (i) with respect to costs in excess of $2,500, individually, Director receives prior approval from the Company’s Chief Financial Officer or other executive for such expenditure or cost, and (ii) with respect to costs less than $100, individually, provided Director furnishes to Company adequate records and other documents reasonably acceptable to Company evidencing such expenditure or cost.
4. Proprietary Information; Work Product; Non-Disclosure.
a. Defined. Company has conceived, developed and owns, and continues to conceive and develop, certain property rights and information, including but not limited to its business plans and objectives, client and customer information, financial projections, marketing plans, marketing materials, logos, and designs, and technical data, inventions, processes, know-how, algorithms, formulae, franchises, databases, computer programs, computer software, user interfaces, source codes, object codes, architectures and structures, display screens, layouts, development tools and instructions, templates, and other trade secrets, intangible assets and industrial or proprietary property rights which may or may not be related directly or indirectly to Company's business and all documentation, media or other tangible embodiment of or relating to any of the foregoing and all proprietary rights therein of Company (all of which are hereinafter referred to as the "Proprietary Information"). Furthermore, the fact that various fragments of information or data may be generally known in the relevant industry does not mean that the manner in which Company combines them, and the results obtained thereby, are known. In such instance, that would also comprise Proprietary Information.
b. General Restrictions on Use. Director agrees to hold all Proprietary Information in confidence and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from Company's premises any Proprietary Information (or remove from the premises any other property of Company), except (i) to the extent authorized and necessary to carry out Director's responsibilities under this Agreement, and (ii) after termination of this Agreement, only as specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall not apply to: (i) information which Director can show was rightfully in his possession at the time of disclosure by Company; (ii) information which Director can show was received from a third party who lawfully developed the information independently of Company or obtained such information from Company under conditions which did not require that it be held in confidence; or (iii) information which, at the time of disclosure, is generally available to the public.
c. Ownership of Work Product. All Work Product, as that term is defined in this Section 4.c., shall be considered work(s) made by Director for hire for Company and shall belong exclusively to Company and its designees. If by operation of law, any of the Work Product, including all related intellectual property rights, is not owned in its entirety by Company automatically upon creation thereof, then Director agrees to assign, and hereby assigns, to Company and its designees the ownership of such Work Product, including all related intellectual property rights. "Work Product" shall mean any writings (including excel, power point, emails, etc.), programming, documentation, data compilations, software, manufacturing of products, reports, and any other media, materials, or other objects produced as a result of Director's work or delivered by Director in the course of performing that work.
d. Return of Proprietary Information. Upon termination of this Agreement, Director shall upon written request by the Company promptly deliver to Company at Company’s sole cost and expense, all drawings, blueprints, manuals, specification documents, documentation, source or object codes, tape discs and any other storage media, letters, notes, notebooks, reports, flowcharts, and all other materials in its possession or under its control relating to the Proprietary Information and/or Services, as well as all other property belonging to Company which is then in Director's possession or under its control. Notwithstanding the foregoing, Director shall retain ownership of all works owned by Director prior to commencing work for Company hereunder, subject to Company's nonexclusive, perpetual, paid up right and license to use such works in connection with its use of the Services and any Work Product.
e. Remedies/Additional Confidentiality Agreements. Nothing in this Section 4 is intended to limit any remedy of Company or Director under applicable state or federal law. At the request of Company, Director shall also execute Company's standard "Confidentiality Agreement" or similarly named agreement as such agreement is currently applied to and entered into by Company's most recent employees.
a. Notices. All notices given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) three business days after being mailed by first class certified mail, return receipt requested, postage prepaid; (c) one business day after being sent by a reputable overnight delivery service, postage or delivery charges prepaid; or (d) on the date on which a facsimile is transmitted to the parties at their respective addresses stated below. Any party may change its address for notice and the address to which copies must be sent by giving notice of the new addresses to the other parties in accordance with this Paragraph 5.a., except that any such change of address notice shall not be effective unless and until received.
If to the Company:
Agritek Holdings Inc.
319 Clematis Street, Suite 1080
West Palm Beach, FL. 33401
If to Director, to Director’s address as maintained by Company in Director’s personnel file.
b. Entire Agreement. This Agreement and any documents attached hereto as Exhibits, including but not limited to Exhibit A, constitute the entire agreement and understanding between the parties with respect to the subject matter herein and therein, and supersede and replace any and all prior agreements and understandings, whether oral or written with respect to such matters. The provisions of this Agreement may be waived, altered, amended or replaced in whole or in part only upon the written consent of both parties to this Agreement.
c. Severability, Enforcement. If, for any reason, any provision of this Agreement shall be determined to be invalid or inoperative, the validity and effect of the other provisions herein shall not be affected thereby, provided that no such severability shall be effective if it causes a material detriment to any party.
d. Governing Law. The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any and all disputes arising out of this Agreement shall be the City of Palm Beach, State of Florida.
e. Injunctive Relief. The parties agree that in the event of any breach or threatened breach of any of the covenants in Section 4, the damage or imminent damage to the value and the goodwill of Company's business will be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, the parties agree that Company shall be entitled to injunctive relief against Director in the event of any breach or threatened breach of any such provisions by Director, in addition to any other relief (including damages) available to Company under this Agreement or under applicable state and federal law.
IN WITNESS WHEREOF, the Company and Director have executed this Agreement as of the date first above written.
|Agritek Holdings Inc. a Delaware Corporation|
|By: __________________________________||Signature: ______________________|
|Name: ________________________________||Name: Justin Braune|
Exhibit A to Board and Employment Agreement
As a member of the Board of Directors, you shall:
|·||Participate in the daily operations of the Company as CEO and President;|
|·||Participate in monthly calls, which will last no more than 1 hour;|
|·||Participate in one annual full day retreat per calendar year; and|
|·||Be accessible to Company to provide guidance on business and technology strategy issues, including patents, business strategy, business alliances, advice and business development.|
1. Base Salary. The Company shall pay to Director base salary compensation at an annual rate of not less than One-hundred Thousand Dollars ($100,000.00). Following the end of the Company’s fiscal year 2015, and annually thereafter, the BOD shall review Director’s base salary in light of the performance of Director and the Company, and may, in its sole discretion, maintain or increase (but not decrease) such base salary by an amount it determines to be appropriate. Director’s annual base salary payable hereunder, as it may be maintained or increased from time to time, is referred to herein as “Base Salary.” Base Salary shall be paid in equal installments in accordance with the Company’s payroll practices in effect from time to time for executive officers, but in no event less frequently than bi-weekly.
2. Commission and Bonus Plan. In addition to Director’s Base Salary (as set forth in Section 1 above), Director shall be paid a monthly bonus equal to at least five percent (5%) of the monthly net sales of the Company (the “Monthly Bonus Payment”) for the immediately preceding month. The Monthly Bonus Payment shall be paid to Director within seven (7) calendar days of the end of each month for which Director has earned the Monthly Bonus Payment. Director shall have the option to receive the Monthly Bonus Payment in the form of a cash payment or Company stock equal in value to the amount of the Monthly Bonus Payment earned under this Section 2. The price of Company stock for purposes of this Section 2 shall be calculated based on the average fair market value of the Company stock for the month during which the Bonus Payment was earned. Director shall receive the Monthly Bonus Payment in the form of a cash payment under this Section 2 unless Director provides Company with written notice that the Monthly Bonus Payment should be paid in the form of Company stock. Such notice must be provided to Company no later than five (5) calendar days before the Monthly Bonus Payment is due and payable under this Section 2. If such notice is provided less than five (5) calendar days before the Monthly Bonus Payment is due, the Company shall pay the Monthly Bonus Payment in cash.
3. Issuance of Company Stock. In addition to Director’s Base Salary (as set forth in Section 1 above) and the Monthly Bonus Payments (as set forth in Section 2 above), the Company will grant to Director fifteen million (15,000,000) shares of the Company’s common stock in Director’s name to be held in escrow for the benefit of Director (the “Company Common Stock”). The Company Common Stock will vest, and the Company will release the Company Common Stock to Director, in accordance with the following vesting schedule:
|a.||Company shall release to Director five million (5,000,000) shares of Company’s Common Stock, and such shares shall immediately vest in favor of Director, on the six-month anniversary of this Agreement (e.g., September 15, 2015); and|
|b.||Company shall release to Director the remaining ten million (10,000,000) shares of the Company’s common stock, and such shares shall immediately vest in favor of the Director, on the 12-month anniversary of this Agreement (e.g., March 15, 2016).|
4. Participation in Company Stock Option Plan. In addition to Director’s Base Salary (as set forth in Section 1 above), the Monthly Bonus Payments (as set forth in Section 2 above) and the Issuance of Company Stock (as set forth in Section 3 above), Director shall be eligible to participate in any stock option plan maintained by the Company and available to other Company employees. Any stock options granted to Director under this Section 4 will be subject to the terms and conditions applicable to stock options granted under the Company’s stock option plan, as described in that stock option plan and the applicable stock option agreement.
Agritek Holdings Inc. Announces Industry Veteran Justin Braune as New Chief Executive Officer and President
ANGELES, CA--(Marketwired – March 17 2015) - Agritek Holdings, Inc. (AGTK)
a fully reporting company on the OTCQB and leader in Compassionate Care Technology and indoor/outdoor agricultural solutions for
the medicinal marijuana industry today announced Mr. Justin Braune will be joining Agritek Holdings on March 20, 2015 as Chief
executive Officer (“CEO”) and President. Mr. Braune will also be joining the Agritek Holdings Board of Directors.
Mr. Braunes’s appointment is part of a managed executive transition, which has been coordinated by the executive management team and the current CEO, B. Michael Friedman. As part of this transition, Mr. Friedman will continue to be actively involved with the company, and is assuming a new position as Chairman of the Advisory Board. Mr. Friedman’s decision to step down from the CEO role, which he has held for the past five years, is for personal reasons and to be more involved with the Company’s spin off 800 Commerce Inc.
Mr. Braune graduated from the United States Naval Academy with a Bachelors of Science degree in Electrical Engineering and was commissioned as an Officer in the United States Navy. After earning his masters in Nuclear Engineering, Mr. Braune operated the nuclear reactors onboard the USS Ronald Reagan aircraft carrier. Following his ten year term in the Navy, Mr. Braune completed his MBA at the University of Southern California, Marshall School of Business. Mr. Braune has vast experience in the field of semiconductor sales. His sales experience led him to eventually run the sales floor of Lear Capital, one of the largest financial institutions focused on precious metals. While working with Lear Capital, Justin Braune partnered with primary investors of Vapor Wild and FLiP (Flavor Infused Pod), two of the fastest growing companies within the medicinal cannabis vaporizer and e-cigarette vaping industry. During his term as COO, Justin developed deep relationships in the manufacturing, marketing, product development, sales, and major influencers for both industries.
"After many years of service as your CEO of Agritek Holdings, I feel it is in the best interest and the Company to step down and bring Mr. Braune as a true leader and visionary in this sector as your new CEO and President. We have shared many ups and downs within the medicinal cannabis sector, and I feel this is the time for the infusion of new leadership. The assets of Agritek Holdings are ready to be immediately executed on and monetized by our new CEO including our new Hemp farm project on our Pueblo, Colorado property, operational agreement in Nevada and a complete re-vamping of the Mont Blunt brand of vaporizers and accessories on the verge of major distribution.
Mr. Braune is a true visionary in this industry, and the best candidate to take these assets and company to the next level which in my opinion have been undervalued for some time. It has been my pleasure to serve you and as I always have, will continue to serve in any capacity necessary to ensure the success of this Company on behalf of its’ shareholders and investors. I look forward to working closely with Justin and I am confident he will lead Agritek Holdings to new heights”, stated B. Michael Freidman, CEO of Agritek.
“I am extremely pleased to take up my new role as CEO of Agritek Holdings and soon name additional members of our management team to aide in the task of making Agritek a true leader within our sector. I look forward to working with the talent and experienced partners we have assembled to further the Company’s market position and growth by bringing new levels of innovation, products, services and meaningful revenue streams to our shareholders and value to the marketplace,” stated Justin Braune, newly appointed CEO.
Agritek Holdings, Inc.
Agritek Holdings, Inc. (www.Agritekholdings.com), a fully reporting Company and pioneer within the medicinal marijuana space provides innovative patient and agricultural solutions seeks to be the leader in Compassionate Care Technology for the medicinal marijuana industry. Agritek Holdings provides real estate management and health and wellness product lines including through its' wholly owned subsidiary Agritek Venture Holdings Inc. Agritek does not directly grow, harvest, or distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act, nor does it intend to do so in the future.
This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Agritek Holdings, Inc. to be materially different from the statements made herein.
Agritek Holdings, Inc.