LIFEAPPS BRANDS INC. (OTCMKTS:LFAP) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02.
On March 8, 2019 our Board of Directors appointed Barney Frank and Billy Bean to our Board of Directors. In connection with such appointments we will issue 1,000,000 shares of our restricted common stock to each of Mr. Frank and Mr. Bean. We also agreed to pay Mr. Bean an annual fee of $25,000 in common stock payable in monthly installments on a pro-rata basis and valued based on the 5 trading day volume weighted average price for our common stock during the last five trading days preceding the month of payment. The shares will be issued to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 8, 2019 we increased the size of our Board of Directors to four persons and appointed Barney Frank and Billy Bean to the vacant director positions created thereby. In connection with such appointments, we agreed to issue 1,000,000 shares of our restricted common stock to each of Barney Frank and Billy Bean. We also agreed to pay each of them an annual fee of $25,000 for serving as a director (the “Annual Fee”). The Annual Fee payable to Mr. Frank is payable in cash and the Annual Fee payable to Mr. Bean is payable in stock. We also granted each of Mr.Frank and Mr.Bean the right to participate in the commission program we intend to establish with respect to direct (20% commissions) and indirect (10% commissions) sales related to our LGBT Loyalty Sponsorship Programs, the terms of which will be set forth in separate agreements between us and each of Messrs. Frank and Bean.
Barney Frank, age 78, is a graduate of Harvard College and Harvard Law School. He was the Executive Assistant to the mayor of Boston from 1968-1970; he was the Administrative Assistant to former Congressman Michael Harrington from 1971-1972 and a Massachusetts State Representative from 1973-1980. Mr. Frank was a US Congressman, representing the 4th District of Massachusetts from 1981-2013. As Chair of the House Financial Services Committee, from 2007-2010, he was the co-author of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the regulatory overhaul signed into law in July 2010. In 1987 he became the first Member of Congress voluntarily to acknowledge that he is gay, and in 2012 became the first sitting Member of Congress to marry a same-sex partner, James Ready. He has written two books: Speaking Frankly, in 1992, a critique of some aspects of the Democrats approach to public policy; and a political memoir published in 2015 titled “Frank: From the Great Society to Same Sex Marriage.” The book was nominated for a Triangle Award and co-won the Randy Shilts Award for Gay Nonfiction. He has also written chapters in two other books, one on LGBT rights and more recently on the response to the financial crisis. He has taught at Harvard, Boston University, the University of Massachusetts Boston and the University of Massachusetts Dartmouth. Before joining government, he was a political activist, including his participation as a volunteer in the Mississippi Freedom Summer in 1964. We believe Mr. Frank is qualified to serve on our Board of Directors based upon his industry and professional background.
Billy Bean, age 54, is a former professional baseball player and is currently a major league baseball (“MLB”) front office executive serving as Vice President and Special Assistant to the Commissioner. As a senior advisor to Commissioner Rob Manfred, his role focuses on baseball’s social responsibility initiatives and LGBT inclusion. Among his responsibilities, Mr.Bean works with MLB’s 30 clubs to bring awareness to all players, coaches, managers, umpires, employees, and stakeholders throughout baseball to ensure an equitable, inclusive, and supportive workplace for everyone. On July 14, 2014, Mr. Bean was announced as MLB’s first-ever Ambassador for Inclusion. He played major league baseball from 1987-1995. He broke into the big leagues with the Detroit Tigers, and tied a major-league record with four hits in his first game. He went on to play for the Los Angeles Dodgers and the San Diego Padres. Mr. Bean was a two-time “All-America” outfielder at Loyola Marymount University before graduating with a degree in Business Administration. During the 1986 season, Bean led the Loyola Marymount Lions to a midseason #1 national ranking and a berth into the College World Series in Omaha, Nebraska. Mr. Bean is a member of the MLB Owner’s Diversity and Inclusion Committee, and was instrumental in the development of MLB’s ‘Shred Hate’ bullying prevention program, a ground breaking educational youth campaign and partnership with ESPN. He is also the author of the book, “Going the Other Way: Lessons from a Life in and out of Major League Baseball.” We believe Mr. Bean is qualified to serve on our Board of Directors based upon his industry and management experience.
About LIFEAPPS BRANDS INC. (OTCMKTS:LFAP)
LifeApps Brands Inc., formerly LifeApps Digital Media, Inc., is a developer and designer of applications, medical and fitness products, new media, digital magazines, publications and social networks for sports, health, fitness and entertainment enthusiasts. The Company operates in two segments: the sale of physical products (Products) and digital publishing (Publishing). It caters to mobile applications, digital magazines, publications, fitness training devices, Web, social media and Internet television to engage consumers in various areas of sports, health, fitness and entertainment interests, including medical, yoga, golf, tennis, cycling and other health, fitness and sports topics. Its Sports One is a digital platform that matches sports apparel manufacturers with distributors and purchasers. Its YouWorkout is a health, fitness and sports entertainment platform that features content from journalists, athlete interviews, and lifestyle content for health and fitness enthusiasts.