NOTIS GLOBAL, INC. (OTCMKTS:NGBL) 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 Directors.
(d) At a Special Meeting of our Board of Directors held on June 1, 2017, our Board of Directors approved the nomination of the Judith Hammerschmidt to fill a vacancy on our Board.
Judith Hammerschmidt, 62, has spent the last 35 years as an international attorney. She began her career as a Special Assistant to the Attorney General of the United States, focusing on international matters of interest to the US government, including negotiating treaties and agreements with foreign governments. She then joined Dickstein, Shapiro & Morin, LLP, a Washington, DC firm, where she represented companies around the world as they expanded internationally in high regulated environments. Her clients included Guess? Inc., Pfizer, Merck, the Receiver for BCCI Bank of the United Arab Emirates, Recycled Paper Products, Inc., and Herbalife International. She provided structuring, growth and regulatory advice for these and other companies. She joined Herbalife International as Vice President and General Counsel of Europe in 1994, becoming Executive Vice President and International Chief Counsel in 1996. In 2002, she was part of the management group that sold Herbalife. Since that time, she has served as outside counsel to a series of entrepreneurial companies looking to expand internationally, primarily in the food and drug/nutritional supplements space. In addition, Ms. Hammerschmidt was a Principal in JBT, LLC, a privately held company that owned “mindful dining” restaurants in the Washington, DC area. Those properties were sold in 2010. She continues to act as outside counsel for small companies while serving on our board.
At a Special Meeting of our Board of Directors held on June 14, 2017, our Board of Directors approved the following individuals to serve on various committees, all as noted below:
Compensation Committee
Thomas A. Gallo, Chair
Judith Hammerschmidt
Andrew Kantarzhi
Ned L. Siegel
Audit Committee
Charles K. Miller, Chair
Thomas A. Gallo
Ned L. Siegel
Nominating & Governance Committee
Judith Hammerschmidt, Chair
Andrew Kantarzhi
Ned L. Siegel
Section 8 – Other Events
Item 8.01 Other Events.
On May 31, 2017, we, and two of our subsidiaries, EWSD I, LLC (“EWSD”) and Pueblo Agriculture Supply and Equipment LLC, and Trava LLC, a Florida limited liability company that has lent various sums to us (“Trava”), entered into a Management Services Agreement (the “MS Agreement”) in respect of our hemp grow-and-extraction operations located in Pueblo, Colorado (the “Pueblo Farm”). The MS Agreement has a 36-month term with two consecutive 12-month unilateral options exercisable in the sole discretion of Trava. to the provisions of the MS Agreement, Trava shall collect all revenue generated by the Pueblo Farm operations. Further, Trava is to satisfy all of our Pueblo Farm-related past due expenses and, subject to certain limitations, to pay all current and future operational expenses of the Pueblo Farm operations. Finally, commencing October 2017, Trava is obligated to make the monthly mortgage payments on the Pueblo Farm, although we remain responsible for any and all “balloon payments” due under the mortgage. On a cumulative calendar monthly cash-on-cash basis, Trava is obligated to tender to us or, at our option, to either or both of our subsidiaries, an amount equivalent to 51% of the net cash for each such calendar month. Such monthly payments are on the 10th calendar day following the end of a calendar month for which such tender is required.
On June 20, 2017, we (and EWSD) have settled our dispute with Whole Hemp Company LLC (“Whole Hemp”). The dispute was initiated by Whole Hemp, which, on or about June 1, 2016, filed a lawsuit against EWSD (Pueblo County District Court, Case No. 2016CV30462). The lawsuit was dismissed by stipulation of the parties. Thereafter, on or about July 19, 2016, EWSD initiated an arbitration before JAMS (Case ID: 18657). Effective June 20, 2017, to a mediation, the parties entered into a Confidential Settlement and Mutual Release Agreement (the “Release Agreement”), to which we and Whole Hemp dismissed with prejudice all of our respective claims or counterclaims against each other, as asserted in the Arbitration, and mutually released each other from all claims. The Release Agreement specifically provides that neither its execution nor implementation is, or will be deemed to be or construed as, an admission by any party of any liability, act, or matter.
About NOTIS GLOBAL, INC. (OTCMKTS:NGBL)
Notis Global, Inc., formerly Medbox, Inc., is a provider of specialized services to the hemp and marijuana industry. The Company’s business activities include pursuing license rights in various states where marijuana is legalized in a certain capacity and contracting with independent third parties to cultivate and dispense marijuana and hemp products, where legal, through independent operator agreements and joint ventures; consulting with its clients operating in the hemp and marijuana industry in organization, licensing, development, build-out, maintenance, commencement of operations and through to maturity; distribution of hemp products processed by its contract partners, and ownership, development and management of real estate used by its partners as cultivation centers and dispensaries. The Company also sells a line of portable vaporizers and accessories under the brand name Vaporfection.