Acacia Diversified Holdings, Inc. (OTCMKTS:ACCA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On January 17, 2017, Acacia Diversified Holdings, Inc. (the
Company or Acacia) and various related entities entered into a
definitive Termination Agreement with our director, Steven L.
Sample (Sample), regarding various agreements previously executed
between them, including, but not limited to, a Modified
Employment Agreement and an Anti-Dilution Agreement. In
connection with the Termination Agreement, Mr. Sample submitted
his resignation as a director for the Company. Mr. Sample was
paid two hundred fifty thousand dollars ($250,000.00) by the
Company as Settlement Compensation for his execution of the
Termination Agreement and those accompanying agreements/exhibits
identified therein. The aforementioned, terminated material
definitive agreements and others were previously filed by the
Company as exhibits to Form 8-K on January 19, 2016 in the
Securities and Exchange Commission EDGAR system. The Termination
Agreement, which references all terminated agreements with the
Company, and all associated agreements/exhibits identified
therein, is filed herewith as an exhibit under Item 9.01.
Company or Acacia) and various related entities entered into a
definitive Termination Agreement with our director, Steven L.
Sample (Sample), regarding various agreements previously executed
between them, including, but not limited to, a Modified
Employment Agreement and an Anti-Dilution Agreement. In
connection with the Termination Agreement, Mr. Sample submitted
his resignation as a director for the Company. Mr. Sample was
paid two hundred fifty thousand dollars ($250,000.00) by the
Company as Settlement Compensation for his execution of the
Termination Agreement and those accompanying agreements/exhibits
identified therein. The aforementioned, terminated material
definitive agreements and others were previously filed by the
Company as exhibits to Form 8-K on January 19, 2016 in the
Securities and Exchange Commission EDGAR system. The Termination
Agreement, which references all terminated agreements with the
Company, and all associated agreements/exhibits identified
therein, is filed herewith as an exhibit under Item 9.01.
All documents previously filed with the SEC and referenced in the
Termination Agreement can be found in the exhibits to the
Companys Form 8-K filed 1-19-2016 and located at the SEC website
at:
https://www.sec.gov/Archives/edgar/data/1001463/000155723416000395/0001557234-16-000395-index.htm
or at the Companys website under the SEC heading at
http://www.acacia.bz/sec/sec.htm
Termination Agreement can be found in the exhibits to the
Companys Form 8-K filed 1-19-2016 and located at the SEC website
at:
https://www.sec.gov/Archives/edgar/data/1001463/000155723416000395/0001557234-16-000395-index.htm
or at the Companys website under the SEC heading at
http://www.acacia.bz/sec/sec.htm
Item 1.02 Termination of a Material Definitive Agreement.
On January 17, 2017, the Company and various related entities
entered into a Termination Agreement with our director, Steven L.
Sample (Sample), and thus, terminated various material definitive
agreements previously executed between them, including, but not
limited to, a Modified Employment Agreement and an Anti-Dilution
Agreement. In connection with the Termination Agreement, Mr.
Sample submitted his resignation as a director for the Company.
Mr. Sample was paid two hundred fifty thousand dollars
($250,000.00) by the Company as Settlement Compensation for his
execution of the Termination Agreement and those accompanying
agreements/exhibits identified therein. The aforementioned
terminated material definitive agreements and others were
previously filed by the Company as exhibits to Form 8-K on
January 19, 2016 in the Securities and Exchange Commission EDGAR
system. The Termination Agreement, which references all
terminated agreements with the Company, and all associated
agreements/exhibits identified therein, is filed herewith as an
exhibit under Item 9.01.
entered into a Termination Agreement with our director, Steven L.
Sample (Sample), and thus, terminated various material definitive
agreements previously executed between them, including, but not
limited to, a Modified Employment Agreement and an Anti-Dilution
Agreement. In connection with the Termination Agreement, Mr.
Sample submitted his resignation as a director for the Company.
Mr. Sample was paid two hundred fifty thousand dollars
($250,000.00) by the Company as Settlement Compensation for his
execution of the Termination Agreement and those accompanying
agreements/exhibits identified therein. The aforementioned
terminated material definitive agreements and others were
previously filed by the Company as exhibits to Form 8-K on
January 19, 2016 in the Securities and Exchange Commission EDGAR
system. The Termination Agreement, which references all
terminated agreements with the Company, and all associated
agreements/exhibits identified therein, is filed herewith as an
exhibit under Item 9.01.
All documents previously filed with the SEC and referenced in the
Termination Agreement can be found in the exhibits to the
Companys Form 8-K filed 1-19-2016 and located at the SEC website
at:
https://www.sec.gov/Archives/edgar/data/1001463/000155723416000395/0001557234-16-000395-index.htm
or at the Companys website under the SEC heading at
http://www.acacia.bz/sec/sec.htm
Termination Agreement can be found in the exhibits to the
Companys Form 8-K filed 1-19-2016 and located at the SEC website
at:
https://www.sec.gov/Archives/edgar/data/1001463/000155723416000395/0001557234-16-000395-index.htm
or at the Companys website under the SEC heading at
http://www.acacia.bz/sec/sec.htm
Item 3.02 Unregistered Sales of Equity Securities
On December 12, 2016, the Company issued one million two hundred
thousand (1,200,000) shares of its restricted common stock to our
Chairman of the Board of Directors and Chief Executive Officer,
Richard K. Pertile, in exchange for his agreement to convert
loans previously made to the Company in the aggregate amount of
six hundred thousand dollars ($600,000.00). The Company issued
the aforementioned shares to Mr. Pertile at the price of fifty
cents ($.50) per share.
thousand (1,200,000) shares of its restricted common stock to our
Chairman of the Board of Directors and Chief Executive Officer,
Richard K. Pertile, in exchange for his agreement to convert
loans previously made to the Company in the aggregate amount of
six hundred thousand dollars ($600,000.00). The Company issued
the aforementioned shares to Mr. Pertile at the price of fifty
cents ($.50) per share.
The shares of our common stock were issued to an exemption from
registration in Section 4(a)(2) of the Securities Act of 1933
(the 1933 Act). These shares of our common stock qualified for
exemption under Section 4(a)(2) of the 1933 Act since the
issuance of shares by us did not involve a public offering. The
offering was not a public offering as defined in Section 4(a)(2)
due to the insubstantial number of persons involved in the deal,
size of the offering, manner of the offering and number of shares
offered. We did not undertake an offering in which we sold a high
number of shares to a high number of investors. In addition, Mr.
Pertile had necessary investment intent as required by Section
4(a)(2) since he is an affiliate and agreed to receive shares
certificates bearing a legend stating that such shares are
restricted to Rule 144 of the 1933 Act. This restriction and Mr.
Pertiles affiliate status ensure that these shares would not be
immediately redistributed into the market and therefore not be
part of a public offering. Mr. Pertile is a sophisticated
investor and an officer and director of our Company. Based on an
analysis of the above factors, we believe we have met the
requirements to qualify for exemption under section 4(a)(2) of
the Securities Act of 1933 for this transaction.
registration in Section 4(a)(2) of the Securities Act of 1933
(the 1933 Act). These shares of our common stock qualified for
exemption under Section 4(a)(2) of the 1933 Act since the
issuance of shares by us did not involve a public offering. The
offering was not a public offering as defined in Section 4(a)(2)
due to the insubstantial number of persons involved in the deal,
size of the offering, manner of the offering and number of shares
offered. We did not undertake an offering in which we sold a high
number of shares to a high number of investors. In addition, Mr.
Pertile had necessary investment intent as required by Section
4(a)(2) since he is an affiliate and agreed to receive shares
certificates bearing a legend stating that such shares are
restricted to Rule 144 of the 1933 Act. This restriction and Mr.
Pertiles affiliate status ensure that these shares would not be
immediately redistributed into the market and therefore not be
part of a public offering. Mr. Pertile is a sophisticated
investor and an officer and director of our Company. Based on an
analysis of the above factors, we believe we have met the
requirements to qualify for exemption under section 4(a)(2) of
the Securities Act of 1933 for this transaction.
Item 5.02 Departure of Directors or Certain Officers
On January 17, 2017, our director, Steven L. Sample, submitted
his resignation as a director for the Company. In his letter of
resignation delivered to the Company, Mr. Sample stated the
following: After ten years of service to the Acacia Diversified
Holdings, Inc., its subsidiaries and affiliates (the Company), I
am ready to step down and leave it in your capable hands. In the
interest of seeing our Company have an opportunity to move to a
new level under the direction of your team, I hereby tender my
resignation as a director and any other position with the Company
effective immediately with this date.
his resignation as a director for the Company. In his letter of
resignation delivered to the Company, Mr. Sample stated the
following: After ten years of service to the Acacia Diversified
Holdings, Inc., its subsidiaries and affiliates (the Company), I
am ready to step down and leave it in your capable hands. In the
interest of seeing our Company have an opportunity to move to a
new level under the direction of your team, I hereby tender my
resignation as a director and any other position with the Company
effective immediately with this date.
It has been a sincere pleasure to be associated with the Company,
and I shall follow the Companys activities with enthusiasm.
and I shall follow the Companys activities with enthusiasm.
With my best regards to you, the Company, and my fellow
Directors,.
Directors,.
Mr. Sample was paid two hundred fifty thousand dollars
($250,000.00) by the Company as Settlement Compensation in
connection with his resignation and for his execution of the
Termination Agreement and those accompanying agreements/exhibits.
($250,000.00) by the Company as Settlement Compensation in
connection with his resignation and for his execution of the
Termination Agreement and those accompanying agreements/exhibits.
Item 8.01 Other Events
On January 17, 2017, our Chairman of the Board and Chief
Executive Officer, Richard K. Pertile, made a loan of three
hundred thousand dollars ($300,000.00) to the Company. The loan
shall bear interest at the rate of eight percent (8%) per annum
with such interest being payable upon maturity, the date of which
has yet to be determined. Mr. Pertile shall also be issued
100,000 shares of our restricted common stock as compensation for
the loan. Upon receipt of the loan proceeds by the Company, we
paid two hundred fifty thousand dollars ($250,000.00) to Steven
L. Sample as Settlement Compensation in connection with his
resignation and for his execution of the Termination Agreement
and those accompanying agreements/exhibits. The balance of the
loan proceeds ($50,000.00) shall be utilized by the Company as
working capital.
Executive Officer, Richard K. Pertile, made a loan of three
hundred thousand dollars ($300,000.00) to the Company. The loan
shall bear interest at the rate of eight percent (8%) per annum
with such interest being payable upon maturity, the date of which
has yet to be determined. Mr. Pertile shall also be issued
100,000 shares of our restricted common stock as compensation for
the loan. Upon receipt of the loan proceeds by the Company, we
paid two hundred fifty thousand dollars ($250,000.00) to Steven
L. Sample as Settlement Compensation in connection with his
resignation and for his execution of the Termination Agreement
and those accompanying agreements/exhibits. The balance of the
loan proceeds ($50,000.00) shall be utilized by the Company as
working capital.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
|
Exhibit Number
|
Description
|
|||
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10.1
|
Termination Agreement (with exhibits)
|
(Filed herewith)
|
All Previously Filed documents can be found in the exhibits to
the Companys Form 8-K filed 1-19-2016 and located at the SEC
website at:
https://www.sec.gov/Archives/edgar/data/1001463/000155723416000395/0001557234-16-000395-index.htm
or at the Companys website under the SEC heading at
http://www.acacia.bz/sec/sec.htm
the Companys Form 8-K filed 1-19-2016 and located at the SEC
website at:
https://www.sec.gov/Archives/edgar/data/1001463/000155723416000395/0001557234-16-000395-index.htm
or at the Companys website under the SEC heading at
http://www.acacia.bz/sec/sec.htm
About Acacia Diversified Holdings, Inc. (OTCMKTS:ACCA)
Acacia Diversified Holdings, Inc. is a diversified holding company. The Company focuses on conducting its business operations through its subsidiaries, such as MariJ Pharmaceuticals, Inc. (MariJ), and Canna-Cures Research & Development Center, Inc., in which it focuses on including the operations of the MariJ Agricultural and Canna-Cures entities. MariJ focuses on the extraction and processing of high-cannabidiol (CBD)/low-tetrahydrocannabinol (THC) content medical grade cannabis oils from medical cannabis plants. MariJ has a mobile cannabis oil processing and extraction unit designed into a heavy-duty vehicle. The unit is engaged in the extractions and processing of medical organic hemp into oils at various sites, and is developing additional contracts for services. The Company, through Canna-Cures Research & Development Center, Inc., focuses on research and development activities, as well as retail and wholesale distribution of medical cannabis products and dietary supplements. Acacia Diversified Holdings, Inc. (OTCMKTS:ACCA) Recent Trading Information
Acacia Diversified Holdings, Inc. (OTCMKTS:ACCA) closed its last trading session 00.00 at 1.95 with 290 shares trading hands.
