Globe Photos, Inc. (OTCMKTS: GBPT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2018, our Board of Directors appointed Tucker DiEdwardo as our Chief Operating Officer.
Tucker DiEdwardo
Mr. DiEdwardo, age 71, has been the owner of TD Ventures, LLC, a special event and entertainment marketing company, from 2013 to the present. As described more fully below, we have engaged TD Ventures, LLC as a consultant to our company. From 2005 to 2013, Mr. DiEdwardo worked as President of LVI Global, LLC, an internationally recognized leader in postgraduate live-patient dental education with over 9,500 alumni from 46 countries. Mr. DiEdwardo has a Bachelor of Science/Education from Southern Connecticut State University. He also has a Master’s Degree of Science/Education from the same institution.
Aside from that provided above, Mr. DiEdwardo does not hold and has not held over the past five years any other directorships in any company with a class of securities registered to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
On November 20, 2018, our Board of Directors appointed Jerry Nadal as a member of the Board of Directors.
Jerry Nadal
Nadal brings to Globe Photos more than 30 years of experience in the entertainment industry, specializing in the production of live performances. He currently serves as senior vice president of the resident shows division of Cirque du Soleil, where he is responsible for all six ongoing Las Vegas shows and others in several cities worldwide involving more than 2,000 performers from over 40 countries.
His operational responsibilities also include supervising the Cirque du Soleil sales and marketing team that oversees $500 million in annual revenues, and managing Cirque du Soleil’s operating partnerships with Disney, Universal, MGM Resorts International, Treasure Island Hotel & Casino, Stage Entertainment, Michael Jackson Estate, and Apple Records.
There were no arrangements or understandings between Mr. Diedwardo, Mr. Nadal and any other persons to which he was selected as Chief Operating Officer and director, respectively.
There are no family relationships between Mr. Diedwardo and any of our directors or executive officers.
Aside from the company’s consulting contract with TD Ventures, LLC, Mr. Diedwardo has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.
Mr. Nadal has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.
Consulting Agreements
On November 15, 2018, we entered into a consulting agreement with TD Ventures, LLC. The agreement may be terminated by either party with or without cause on 90 days’ notice. We agreed to compensate TD Ventures, LLC $7,000 monthly and we granted Mr. DiEdwardo a ten year option to purchase 5,250,000 shares of our common stock at an exercise price of $0.05 per share. The option is 50% vested on issuance.
On November 15, 2018, we entered into a consulting agreement with Scott Black, our Chief Legal Officer. The agreement may be terminated by either party with or without cause on 30 days’ notice. We granted Mr. Black a ten year option to purchase 7,500,000 shares of our common stock at an exercise price of $0.05 per share. The option is 50% vested on issuance.
SECTION 8 – Other Events
On November 6, 2018, we issued a press release concerning the appointment of Mr. DiEdwardo as COO. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On November 20, 2018, we issued a press release concerning the appointment of Mr. Nadal as a director. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
10.1 Consulting Agreement with TD Ventures, LLC, dated November 15, 2018
10.2 Consulting Agreement with Scott Black, dated November 15, 2018
10.3 Press Release, dated November 6, 2018
10.4 Press Release, dated November 20, 2018
Globe Photos, Inc. ExhibitEX-10.1 2 ex10_1.htm CONSULTING AGREEMENT November 15,…To view the full exhibit click here