True Nature Holding, Inc. (OTCMKTS:TNTY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
The Company has made a decision to create a joint-venture (JV)
subsidiary in conjunction with a newly formed not-for-profit
(NFP) entity to create a distribution strategy aimed at the
medically underserved rural and small town communities. The
Community Health Subsidiary, True Nature Community Health, Inc.,
was officially formed on May 30, 2017 as a for-profit
Pennsylvania benefit corporation, and was organized on a stock
share basis with an aggregate number of shares authorized being
1,000 shares with a par value of $0.01.
The Company is in the process of completing the transaction
effecting the formation of the Community Health Subsidiary. The
Company plans to acquire an 80% ownership stake in the Community
Health Subsidiary through the purchase of 800 shares of the
Community Health Subsidiary for $800. The Community Health
Subsidiary is a startup and has no material assets at this time.
The Community Health Subsidiary will conduct business in the
rural markets by operating as a program administrator and
wholesaler, leveraging all of True Nature Holding Inc.s
organizational resources.
The Chairman of True Nature Holding Inc., Dr. Jordan Balencic,
D.O. will also serve as Chief Executive Officer of True Nature
Community Health, Inc. Dr. Balencics executive management
position at the Community Health Subsidiary will allow him to
participate in the Companys senior executive compensation plan,
if he chooses to participate.
The remaining 20% ownership of the Community Health Subsidiary
will be held by one, or more, not-for-profit organizations with
purposes of enhancing the availability of compounded drugs and
other pharmaceuticals to medically underserved rural communities
and advancing social enterprise businesses that aim to address
community health needs in similar areas.
Item 3.02. Unregistered Sales of Equity
Securities.
On June 8, 2017, the Board authorized the issuance of 30,000
shares of restricted common stock to a newly hired non-executive
consultant who is to advise the Board of Directors on various
corporate matters. The Company has also agreed to compensate the
consultant with respect to a future financing that he may advise
on with a fee of 2.5% of the net value of that transaction, paid
in cash or restricted stock at closing. The stock was priced at
the closing price of the stock at that date which was $0.40. The
expense to the Company was $11,997. A copy of this executed
Consulting Agreement is provided herein as Exhibit 10.1.
Item 7.01. Regulation FD Disclosure.
On May 18, 2017, the Company issued a press release announcing
the roll out of a new community health initiative aimed
supporting the need for lower cost pharmaceuticals in medically
underserved small town and rural marketplaces, and announced its
intentions to form a new for-profit Community Health Subsidiary.
A copy of this press release is provided herein as Exhibit 99.1.
On June 1, 2017, the Company issued a press release discussing
notes on the progress of the new Community Health Subsidiary and
an update on the status of its pending acquisitions. A copy of
this press release is provided herein as Exhibit 99.2.
The Company cautions you that the correspondence attached hereto
as Exhibit 99.1 and Exhibit 99.2 may contain forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act, as amended. Statements in the presentation
that are not purely historical are forward-looking statements
including, but not limited to, the Companys ability to execute
its business plan, obtain regulatory approval for products under
development, enter into partnering agreements, realize revenue
and pursue growth opportunities, some of which are outside the
control of the Company. Readers are cautioned not to place undue
reliance on these forward-looking statements as actual results
could differ materially from the forward-looking statements
contained herein. Readers are urged to read the risk factors set
forth in the Companys most recent annual report on Form 10-K,
subsequent quarterly reports filed on Form 10-Q and its most
recent SEC filings. Company disclaims any intention to update
this presentation.
Item 8.01. Other Events.
Adoption of Code of Business Conduct and Ethics
On June 5, 2017 the Board adopted a Code of Business Conduct and
Ethics (the Code). The Code is applicable to the Company
and its affiliates directors, officers and employees, as well
agents and other parties acting on behalf, or for the benefit, of
the Company and/or its affiliates. The Code addresses such
individuals conduct with respect to, among other things,
conflicts of interests, compliance with applicable laws, rules
and regulations, compliance with rules to promote full, fair,
accurate, timely and understandable disclosure, use of the
Companys assets and corporate opportunities, confidentiality,
fair dealing, and reporting and enforcement. This description of
the Code is qualified in its entirety by reference to the Code of
Business Conduct and Ethics, a copy of which is attached as
Exhibit 14.1 to this Form 8-K and is incorporated herein by
reference.
The Code of Business Conduct and Ethics adopted on June 5, 2017
will be available in the near future on the Companys website at
www.truenaturepharma.com
Changes in Registrants Contact Information
The Company has changed its corporate phone number to: (844)
383-8689.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
|
10.1 14.1 |
Executed Consulting Agreement with Resources Unlimited.
True Nature Holding, Inc. Code of Business Conduct and |
|
99.1 99.2 |
Press release issued by the Company on May 18, 2017. Press release issued by the Company on June 1, 2017. |