Report of unscheduled material events or corporate changes.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 10, 2018
Agritek Holdings, Inc.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)||(IRS Employer Identification No.)|
|777 Brickell Avenue, Miami FL||33131|
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
|☐||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.☐
|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
President and Chief Executive Officer of the Company, effective December 11, 2018. Mr. Friedman also notified the Company on December 10, 2018, he was resigning form the Board of Directors of the Company and of certain subsidiaries of the Company. Mr. Friedman’s resignation from such positions was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies, practices, procedures or financial statements, including its controls or other financial related matters. The Company has agreed, for purposes of Mr. Friedman’s existing Employment Agreement and position as the Company’s sole Director to treat Mr. Friedman’s resignation in the same manner as if he were terminated without “Cause.”
On December 10, 2018, Suneil Singh Mundie was named to the Board of Directors of the Company. Mr. Mundie has also agreed to be the Interim Chief Executive Officer of the Company, effective on December 11, 2018, after the effectiveness of Mr. Friedman’s resignation. Mr. Mundie, 31, has extensive experience providing advisory services to the Cannabis industry. He has advised both privately and publicly held Canadian and U.S. companies. His focus has been on restructuring and recapitalization. Mr. Mundie has been responsible for raising over $50 million dollars for companies in the Cannabis space. Additionally, Mr. Mundie specializes in providing both retail and institutional financing in the form of both equity and debt as well as advising on IPO and RTO processes. He has forged relationships with many of the industry's key figures during his time in the sector. Mr. Mundie graduated with a Bachelor's degree from the University of British Columbia.
Employment and Board of Directors Agreement
In connection with Mr. Mundie’s appointment as Interim Chief Executive Officer of the Company, on December 12, 2018, the Company entered into an Employment and Board of Directors Agreement (the “Employment Agreement”) with Mr. Mundie, pursuant to which Mr. Mundie will serve as Interim Chief Executive Officer for an initial six- month term. Mr. Mundie’s employment is terminable by him or the Company at any time (for any reason or for no reason) with a ninety-day notice from either party to the other. Pursuant to the Employment Agreement, Mr. Mundie will receive a base salary of $90,000 per annum. In the event that Mr. Mundie’s employment is terminated within three months of commencing employment with the Company and such termination is not due to Mr. Mundie’s voluntary resignation (other than at the request of the Board or the majority shareholders of the Company), Mr. Mundie will be entitled to continued payment of his base salary for the remainder of the Agreement.
There is no family relationship between Mr. Mundie and any director or executive officer of the Company or any person nominated or chosen to become a director or executive officer of the Company. Mr. Mundie has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
|Item 7.01||Regulation FD Disclosure.|
On December 10, 2018, the Company issued a press release announcing Mr. Friedman’s resignation and Mr. Mundie’s appointment, a copy of which is attached herewith at Exhibit 99.1. The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|Item 9.01||Financial Statements and Exhibits.|
|10.1||Employment and Board of Directors Agreement.*|
|99.1||Press Release (furnished herewith).|
|99.2||Michael Friedman resignation|
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: December 12, 2018||By:||/s/ Suneil Singh Mundie|
|Suneil Singh Mundie|
|Chief Executive Officer and President|
AGRITEK HOLDINGS INC. EMPLOYMENT AND
BOARD OF DIRECTORS AGREEMENT
THIS EMPLOYMENT AND BOARD OF DIRECTORS AGREEMENT is made effective as of December 11th, 2018, (the "Effective Date") by and between Agritek Holdings Inc. a Delaware Corporation and publicly traded Company (the "Company") under the symbol "AGTK" and Suneil Singh Mundie (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 Interim 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 Interim CEO and President of the Company. The term of this Agreement (the "Term") shall be the period commencing on the Effective Date for six (6) months 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 2b and Section 4 of this Agreement shall survive such termination.
|2.||Position, Duties, Responsibilities.|
a. 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 term s 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 Employee 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 $ I00, 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. I f 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 o f p r o d u c t s, 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 u until received.
If to the Company:
Agritek Holdings Inc.
777 Brickell Avenue
Miami, Florida 33131
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 Miami, 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: B. Michael Friedman __
By: Suneil Singh Mundie
Signature: _____ Signature: ___________________________________
Exhibit A to Board and Employment Agreement
As the Chief Executive Officer, President and 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 Employee base salary compensation at an annual rate of not less than Ninety Thousand Dollars ($90,000.00US). Following the end of the Company's fiscal year 2018, and semi-annually thereafter, the BOD shall review Employee's base salary in light of the performance of Employee 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. Employee'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 Employee 's Base Salary (as set forth in Section 1 above), Employee 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 Employee within seven (7) calendar days of the end of each month for which Employee has earned the Monthly Bonus Payment. Employee 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. Employee shall receive the Monthly Bonus Payment in the form of a cash payment under this Section 2 unless Employee 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 not 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 Employee'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 Employee fifteen million (15,000,000) shares of the Company's common stock in Employee's name to be held in escrow for the benefit of Employee (the "Company Common Stock"). The Company Common Stock will vest, and the Company will release the Company Common Stock to Employee, in accordance with the following vesting schedule:|
|a.||Company shall release to Employee five million (5,000,000) shares of Company's Common Stock, and such shares shall immediately vest in favor of Employee, on the six-month anniversary of this Agreement (e.g., June 12, 2019); and|
Company shall release to Employee the remaining ten million (10,000,000) shares of the Company’s common stock, and such shares shall immediately vest in favor of the Employee, if the Employee is the Interim CEO or CEO of the Company on December 15, 2019.
4. Participation in Company Stock Option Plan. In addition to Employee'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), Employee 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 Employee 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 Resignation of CEO, Names New Interim CEO, With Company To Bring On New Advisory Board And Management Consultants Specializing In Cannabis Sector
LOS ANGELES, CA, Dec. 10, 2018 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE – Agritek Holdings, Inc. (OTC PINK: AGTK) www.AgritekHoldings.com, a fully integrated, active real estate investor for the cannabis sector in the United States and Canada, today announced that B. Michael Friedman has resigned as sole Director and CEO to pursue other opportunities, effective December 11, 2018. Effective immediately, the Board has appointed Mr. Suneil Singh Mundie as the Interim Chief Executive Officer. Mr. Friedman will assist management in a smooth transition with ongoing projects and relationships until the end of the year 2018.
Mr. Mundie stated, "Agritek Holdings appreciates the valuable contributions that Mr. Friedman has made to Agritek Holdings over his years of service and we wish him well in his next endeavors. B. Michael Friedman was a tremendous asset in laying the foundation for our robust future, and we understand his decision to pursue another growth opportunity,” further said Mundie.
For over the past 5 years Mr. Mundie has primarily spent his time providing advisory services to the Cannabis industry. He has advised both privately and publicly held Canadian and U.S. companies. His focus has been on restructuring and recapitalization. Mr. Mundie has been responsible for raising over $50 million dollars for companies in the Cannabis space. Additionally, Mr. Mundie specializes in providing both retail and institutional financing in the form of both equity and debt as well as advising on IPO and RTO processes. He has forged relationships with many of the industry's key figures during his time in the sector. Mr. Mundie graduated with a Bachelor's degree from the University of British Columbia.
“It has been an enormous privilege to have led Agritek Holdings for the last eight years essentially growing from a start-up to be one of the first fully reporting Companies within the cannabis sector. We have had our prosperous years as a pioneer within the industry and I feel it is now time to turn the Company over to a leader I feel has the experience, investment knowledge and contacts combined with industry back round to return Agritek Holdings to its’ role as an innovative leader within the sector. I have returned the majority of all my equity and stock holdings to treasury and our legal counsel to help ensure present outstanding debts are managed and operations may continue to expand and become profitable under our new interim CEO,” stated Friedman.
While a search for Friedman’s long term successor is already underway, Mr. Mundie will act as interim CEO, Director and Chairman of the Board and will oversee the transition period until the appointment of a full management board and advisory team. The Company expects to file the 8K and Quarterly financial report for September 30th 2018 within the next few days.
About Agritek Holdings, Inc.
Agritek Holdings, Inc. (www.AgritekHoldings.com), is a fully integrated, active investor and operator in the legal cannabis sector. Specifically, Agritek Holdings provides strategic capital and functional expertise to accelerate the commercialization of its diversified portfolio of cannabis related holdings. Currently, the Company is focused on three high-value segments of the cannabis market, including real estate investment, intellectual property/brands, and infrastructure, with operations in three U.S. States, Canada and Puerto Rico. Agritek Holdings, Inc. presently owns or manages property in Colorado, Washington State, Puerto Rico and Canada and has licenses with permitted facilities in California approved for cultivation as well as manufacturing capabilities. The company owns several Hemp and cannabis brands for distribution including "Hemp Pops", Hemp oil wellness products and "California Premiums". Agritek Holdings, Inc. does not directly grow, harvest, or distribute or sell cannabis or any substances that violate or contravene 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. All statements other than statements of historical fact contained in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," or "will" or the negative of these terms or other comparable terminology and include statements regarding expected timing of the filing of the Annual Report on Form 10-Q for the quarter ended June 30, 2018. These forward-looking statements are based on management's expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, our ability to timely file our requisite filings with the Securities and Exchange Commission, our ability to meet the continued listing requirements of the OTC MKT, our ability to expand leadership activities in support of our sales, our ability to continue to grow, our ability to integrate the entities that we have acquired, our ability to strengthen our internal controls and the other risks outlined under "Risk Factors" in our Annual Report on Form 10-K for our fiscal year ended December 31, 2017 and our other filings with the SEC, including subsequent reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.
Agritek Holdings, Inc.
Agritek Holdings Inc.
777 Brickell Avenue Suite 500
Miami, Florida 33131
Re: Resignation of CEO B. Michael Friedman
December 10, 2018
Dear Board of Directors and Shareholders:
I hereby tender my resignation as CEO of Agritek Holdings, Inc. effective December 11th, 2018. I shall assist the Company through legal counsel to find a suitable replacement and provide information on current operations to the best of my ability until the appointment of my successor.
This personal decision is something I had been thinking long and hard about for quite some time. It has not been an easy decision, but I feel I can no longer put it off due to recent events. We have for some time been confronted with lack of funding and litigation in which I have recently been held personally liable. I plan to defend and eventually prevail in this appeal of civil arbitration which has put constraints on our company to clear both myself and our company to which I have provided leadership to for over eight years, even after my prior resignation in 2016 and my reappointment of interim CEO until present. I believe that time has now come for the company start anew, with a new spirit and experienced leadership to better respond to challenges arising from our rapidly changing industry.
Recently, the focus of our company has shifted more toward litigation and me personally. The combination of HR-related litigation and an arbitration decision that all involved with the Company believe to be an unlawful and irrational decision now have become a distraction from the company’s core mission. We will continue to go through the appellate process and seek an amicable resolution. I will work closely with our auditors and legal counsel to find the best candidate to lead this Company forward.
My decision to resign from the Company’s board of directors is not the result of any disagreement with the Company’s operations, policies or procedures.
I have appreciated the opportunity to serve on the Company’s board and wish you and the Company the best as you continue to move forward with initiatives the company is pursuing.
B. Michael Friedman