NOTIS GLOBAL, INC. (OTCMKTS:NGBL) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of a Material Definitive Agreement.
On March 27, 2017, we filed a Current Report on Form 8-K to announce a series of events, the earliest being the March 21, 2017, series of related transactions, to which we indirectly acquired 51% of the then-issued and outstanding shares of capital stock of PCH. Subsequently, it became clear to us that the acquisition transaction and the then-prospective, anticipated benefits were not going to manifest themselves in a timely manner and in the magnitude that we had originally anticipated.
Accordingly, through a Settlement Agreement and Mutual General Release, with an effective date of August 16, 2017 (the “Agreement”), we “unwound” the acquisition and entered into a series of mutual releases with, among others, PCH, Mr. Pyatt, and, Mr. Goh, but solely in connection with his status as an equity holder of PCH. As the information set forth herein is merely a descriptive summary of the Agreement, it cannot contain every detail contained therein. A copy of the Agreement is filed with this Current Report as Exhibit 10.122.
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 Directors.
(a) and (b) In anticipation of the possibility of certain changes in the composition of our board and our executive suite, our Board of Directors, at a Special Meeting held on July 28, 2017, named Ned Siegel, our long-standing non-executive Chairman of the Board, as our Executive Chairman for the four-month period that expires on November 30, 2017.
Thereafter, effective August 16, 2017, Clint Pyatt, who served as our president and one of our directors, resigned from those positions in connection with our agreement of that date (the “Agreement”) with, among others, him, our then-51%-owned subsidiary, PCH Investment Group, Inc. (“PCH”), of which he was an executive officer, director, and a principal. For information concerning the Agreement, please see Section 1, Item 1.02, above. In connection with the Agreement and his resignation, there were no disagreements between Mr. Pyatt and us.
In addition, on August 11, 2017, Jeff Goh, who served as our Chief Executive Officer and one of our directors tendered his resignation. Mr. Goh is a former director and executive officer of PCH and, as of the date of his resignation, remained an owner of one-third of the outstanding capital stock of PCH. Prior to the tendering of his resignation, Mr. Goh and one of the members of our Board’s special committee had engaged in certain conversations in respect of Mr. Goh’s future with us or the methods by which he might exit from his positions with us. As a result of those conversations ultimately not coming to a mutually satisfactory conclusion, Mr. Goh tendered his resignation from all positions with us. We believe that Mr. Goh’s resignations as an executive officer and a director was caused, in whole or in part, by his belief that he was no longer permitted to fulfill his position as our chief executive officer and his concern that he was not being compensated in a manner consistent with his understandings of our obligations to him. As noted in the resignation letter that he provided us, Mr. Goh has filed a wage claim with the Department of Industrial Relations, Division of Labor Standards Enforcement. As the information set forth herein is merely a descriptive summary of Mr. Goh’s resignation, it cannot contain every detail contained in his resignation letter, a copy of which is filed with this Current Report as Exhibit 10.123.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Notis Global, Inc. ExhibitEX-10.122 2 s107304_ex10-122.htm EXHIBIT 10.122 Exhibit 10.122 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This Settlement Agreement and Mutual General Release (this “Agreement”),…To view the full exhibit click here
About NOTIS GLOBAL, INC. (OTCMKTS:NGBL)
Notis Global, Inc., formerly Medbox, Inc., is a provider of specialized services to the hemp and marijuana industry. The Company’s business activities include pursuing license rights in various states where marijuana is legalized in a certain capacity and contracting with independent third parties to cultivate and dispense marijuana and hemp products, where legal, through independent operator agreements and joint ventures; consulting with its clients operating in the hemp and marijuana industry in organization, licensing, development, build-out, maintenance, commencement of operations and through to maturity; distribution of hemp products processed by its contract partners, and ownership, development and management of real estate used by its partners as cultivation centers and dispensaries. The Company also sells a line of portable vaporizers and accessories under the brand name Vaporfection.
