CREATIVE LEARNING CORPORATION (OTCMKTS:CLCN) Files An 8-K Changes in Control of Registrant

ME Staff 8-k

5 years ago

CREATIVE LEARNING CORPORATION (OTCMKTS:CLCN) Files An 8-K Changes in Control of Registrant
Item 5.01 Changes in Control of Registrant

On February 5, 2020, the Creative Learning Corporation (the “Company”) entered into an agreement with Christopher Rego and Rod Whiton, to which Bart Mitchell resigned from the Company’s board of directors, and Christopher Rego and Rod Whiton were appointed to the Company’s board of directors. See Item 5.07 herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) On February 5, 2020, Bart Mitchell resigned from the Company’s board of directors. Mr. Mitchell served on the board’s Executive Committee and the Compensation Committee. See Item 5.07 herein for a description of the circumstances surrounding Mr. Mitchell’s resignation.

(d) On February 5, 2020, Christopher Rego and Rod Whiton were appointed to the Company’s board of directors. See Item 5.07 herein for a description of the circumstances surrounding Messrs. Rego and Whiton’s appointment to the Company’s board. Messrs. Rego and Whiton have not been named to any committees of the board.

In connection with Mr. Rego’s appointment, he was also named chief executive officer of BFK Franchise Company, LLC (“BFK”), a subsidiary of the Company, and will become chief executive officer at the earlier of March 31, 2020 or when the Company files its Form 10-K for the year ended September 30, 2019 and its Form 10-Q for the period ended December 31, 2019. Upon Mr. Rego’s appointment as chief executive officer, Mr. Mitchell will become the president of the Company. The Company and Mr. Rego have not determined his compensation for serving as an officer of BFK Franchise Company, LLC or the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders

On or about December 6, 2019, Christopher Rego and Rod Whiton (the “Solicitors”) commenced a consent solicitation to the shareholders of the Company to approve two resolutions: (i) a resolution to remove without cause Blake Furlow, Bart Mitchell, Gary Herman and JoyAnn Kenny-Charlton from the Company’s board; and (2) a resolution to elect the Solicitors and John Simento and R. Gary Zell, II as directors to the Company’s board. On January 23, 2020, the Solicitors informed the Company that they had received consents from shareholders holding 6,828,231 shares, allegedly representing 53.98% of the Company’s outstanding shares, to approve both resolutions. The Company notified the Solicitors that it disputed the results of the solicitation with regard to the validity of certain consents and the number of outstanding shares used by the Solicitors, among other reasons, and exercised its right to review and challenge the results.

On February 5, 2020, the Company and the Solicitors entered into an agreement to settle their dispute over the consent solicitation on the following terms:

Item 5.08 Shareholder Director Nominations

On January 27, 2020, the Company’s board of directors approved a resolution to hold an annual meeting of shareholders of the Company on April 15, 2020 in Boise, Idaho (the “Annual Meeting”). to the Company’s bylaws, shareholder nominations of persons to be elected as directors at the Annual Meeting were due ten days after the public announcement of the Annual Meeting, or by close of business on February 6, 2020. On February 4, 2020, the Company’s board approved a resolution to extend the deadline for shareholder nominations to the close of business on February 18, 2020. The Company’s board did not waive any other requirements of the bylaws relating to shareholder nominations, such that nominations must still include the information specified in the Company’s bylaws in order to be valid.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

CREATIVE LEARNING Corp Exhibit
EX-10.1 2 e1705_10-1.htm EXHIBIT 10.1 Exhibit 10.1 Settlement Agreement This Settlement Agreement (“Agreement”) is entered into this 5th day of February,…
To view the full exhibit click here

About CREATIVE LEARNING CORPORATION (OTCMKTS:CLCN)

Creative Learning Corporation (CLC) is an owner and developer of franchised children’s enrichment programs, including Bricks 4 Kidz and Sew Fun Studios. The Company’s programs are based on the operation of after-school classes; summer camps, as well as day camps during the school year; in-school workshops, and birthday parties. The concepts are operated by CLC’s subsidiaries: BFK Franchise Company, LLC (BFK) for Bricks 4 Kidz and SF Franchise Company, LLC (SF) for Sew Fun Studios. BFK franchises offer programs to teach principles and methods of engineering to children between the ages of 3 and 13 using LEGO plastic bricks and other LEGO products through classes and other organized activities. Its franchise concept, Sew Fun Studios, teaches sewing and design principles through classes, camps and parties. The programs offered by Sew Fun Studios include after school, home school, scouts, holiday, week long, themes, birthdays, special events, girl scouts, boy scouts and Y guides.