KUSH BOTTLES, INC. (OTCMKTS:KSHB) 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.
Appointment of New Director
On November 14, 2017 (the “Effective Date”), the Board of Directors (the “Board”) of Kush Bottles, Inc. (the “Company”) increased the size of the Board from three directors to four directors. The Board appointed Barbara Goodstein as a director of the Board to fill the vacancy created by the increase in the size of the Board, effective as of the Effective Date.
For her service, Ms. Goodstein will receive compensation commensurate with that received by the Company’s other non-employee directors, as described below under the caption “Approval of Board Compensation.”
There are no understandings or arrangements between Ms. Goodstein and any other person to which she was selected as a director. Ms. Goodstein does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or officer. There are no transactions in which Ms. Goodstein has an interest requiring disclosure to Item 404(a) of Regulation S-K.
Appointment of New Chairman
On the Effective Date, Dallas Imbimbo resigned from his position as Chairman of the Board, effective immediately, and the Board accepted Mr. Imbimbo’s resignation. Mr. Imbimbo continues to serve as a member of the Board. Mr. Imbimbo’s resignation as Chairman of the Board was not a result of any disagreement between Mr. Imbimbo and the Company on any matter relating to the Company’s operations, policies or practices.
Concurrently with Mr. Imbimbo’s resignation, the Board appointed Nicholas Kovacevich, Chief Executive Officer of the Company, as the Chairman of the Board.
Approval of Board Compensation; Director Option Grants
On the Effective Date, the Board approved new compensation arrangements for non-employee Board members. Starting with the calendar quarter ending December 31, 2017, each Board member that is not an employee of the Company or its subsidiaries will be entitled to receive an annual retainer of $12,000 paid in four equal quarterly installments.
The Board also approved one-time grants of options to purchase 120,000 shares of the Company’s common stock to each non-employee member of the Board as of the Effective Date, with the exercise price being equal to the fair market value per share of the Company’s common stock as of the grant date. One-half of the shares underlying the options will vest on the one-year anniversary of the grant date, and the remainder of the underlying shares will vest in twelve equal monthly installments.
Executive Option Grants
In connection with their service as executive officers of the Company, as of the Effective Date, the Board also granted options to purchase 120,000 shares of the Company’s common stock to Nicholas Kovacevich in connection with his service as the Company’s Chief Executive Officer and options to purchase 200,000 shares of the Company’s common stock to Jim McCormick in connection with an expanded role in his position as the Company’s Chief Financial Officer. Each grant has an exercise price equal to the fair market value per share of the Company’s common stock as of the grant date. One-half of the shares underlying the options will vest on the one-year anniversary of the grant date, and the remainder of the underlying shares will vest in twelve equal monthly installments
On November 15, 2017, the Company issued a press release announcing the appointment of Ms. Goodstein to the Board. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the United States 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Title |
| 99.1 | Press Release issued by Kush Bottles, Inc. on November 15, 2017. |
Kush Bottles, Inc. ExhibitEX-99.1 2 pressreleasefinal003.htm PRESS RELEASE ISSUED BY KUSH BOTTLES,…To view the full exhibit click here
About KUSH BOTTLES, INC. (OTCMKTS:KSHB)
Kush Bottles, Inc. markets and sells packaging products and solutions to customers operating in the regulated medical and recreational cannabis industries. The Company specializes in the wholesale distribution of packaging supplies and customized branding solutions for the cannabis industry. Its packaging business primarily consists of bottles, bags, tubes, and containers. It offers labeling and customization capabilities to its customers’ packaging design processes. Its products are utilized by local urban farmers, green house growers, and medical and recreational cannabis dispensaries. It sells primarily into the business-to-business market, which includes legally operating medical and adult-use dispensaries, growers, and marijuana infused product (MIP) producers in states with marijuana programs. It provides packaging solutions in the form of a bag. It provides smaller sized containers composed of either polystyrene, silicone-lined polystyrene or glass.
