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INC. (NASDAQ:INCR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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ME Staff 8-k
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INC. (NASDAQ:INCR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 24, 2021, the Board of Directors (the “Board”) appointed Mr. Brian Linscott as a director on its Board to fill the vacancy left by Mr. Andrew Benett’s decision not to stand for re-election at the Harte Hanks (the \”Company\”) annual meeting as discussed in more detail below.

Mr. Linscott was appointed Chief Executive Officer of the Company on June 23, 2021, and prior to that had served as Chief Operating Officer of the Company since January 2020. From 2015 to 2019, he served as a Partner at BR Advisors where he led the operational improvement of radio and printing companies, developed new partnerships, and facilitated asset transactions. He also serves as Operating Partner at Traverse Pointe Partners since 2014, where he advises a private equity fund on financial and operational assessment of equity investments and developed post-acquisition operational strategies to create stockholder value. From 2013 to 2015, Mr. Linscott served as a Managing Director at Huron Consulting Group where he managed client relationships, oversaw consulting teams, and developed new business opportunities in Huron’s Business Advisory practice. From 2009 to 2012, Mr. Linscott served as Chief Financial Officer / Senior Vice President at Sun Times Media, LLC where he created and executed a restructuring plan that led to substantial EBITDA growth, cash flow improvement, and a successful sale of the company. Mr. Linscott received his B.S. in Finance from the University of Illinois, Urbana.

Mr. Linscott does not have any transactions reportable under Item 404(a) of Regulation S-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Harte Hanks, Inc. (the “Company”) held the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on June 23, 2021, at which stockholders voted on the items below as indicated.

 
 

About INC. (NASDAQ:INCR)

INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.

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IKONICS CORPORATION (NASDAQ:IKNX) Files An 8-K Entry into a Material Definitive Agreement

By
ME Staff 8-k
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IKONICS CORPORATION (NASDAQ:IKNX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Agreement and Plan of Merger

On June 25, 2021, IKONICS Corporation (“Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Telluride Holdco, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“HoldCo”), Telluride Merger Sub I, Inc., a Minnesota corporation and direct wholly owned subsidiary of HoldCo (“Merger Sub I”), Telluride Merger Sub II, Inc., a Delaware corporation and direct wholly owned subsidiary of HoldCo (“Merger Sub II”), and TeraWulf Inc., a Delaware corporation (“TeraWulf,” and together with Company, Holdco, Merger Sub I and Merger Sub II, the “Parties”), to which, among other things, Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of HoldCo and, immediately following the effective time of the First Merger (“First Effective Time”), Merger Sub II will merge with and into TeraWulf (the “Second Merger”), with TeraWulf surviving the Second Merger as a wholly owned subsidiary of HoldCo. The Merger Agreement was unanimously approved and adopted by the board of directors of each of the Company and TeraWulf.

Under the terms of the Merger Agreement, in connection with the First Merger, each share of common stock, par value $0.10 per share (“Company Common Stock”), of the Company issued and outstanding immediately prior to the First Effective Time automatically will be converted into and exchanged for (i) one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share (“Holdco Common Stock”), of HoldCo, (ii) one contractual contingent value right to be issued by HoldCo in accordance with the CVR Agreement (as defined below) and (iii) the right to receive $5.00 in cash, without interest. Each share of HoldCo Common Stock held by the Company issued and outstanding immediately prior to the First Effective Time automatically will be cancelled and cease to exist as of the First Effective Time, and each share of common stock, par value $0.001 per share, of Merger Sub I, issued and outstanding as of immediately prior to the First Effective Time automatically will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the surviving Company entity.

At the effective time of the Second Merger (“Second Effective Time”), (i) each share of Series A Preferred Stock, par value $0.001 per share (“TeraWulf Preferred Stock”), of TeraWulf issued and outstanding automatically will be converted into shares of common stock, par value $0.001 per share (“TeraWulf Common Stock”), (ii) each share of TeraWulf Common Stock (including shares of TeraWulf Common Stock resulting from the conversion of TeraWulf Preferred Stock described above), issued and outstanding immediately prior to the Second Effective Time (other than any Dissenting Shares (as defined in the Merger Agreement)) will automatically be converted into the right to receive a number of validly issued, fully paid and nonassessable shares of HoldCo Common Stock equal to (x) a number of shares of Holdco Common Stock that is equal to forty-nine (49) times the number of shares of Holdco Common Stock outstanding as of immediately following the First Effective Time and immediately prior to the Second Effective Time, divided by (y) the number of shares of TeraWulf Common Stock outstanding on a Fully Diluted Basis (as defined below) as of immediately prior to the Second Effective Time. The Merger Agreement defines Fully Diluted Basis as of a particular date as all issued and outstanding shares of TeraWulf Common Stock and all shares of TeraWulf Common Stock issuable to subscriptions therefor and upon the conversion or exercise of any outstanding stock equivalents, or subscriptions therefor, as of such date, whether or not such stock equivalent is at the time exercisable or convertible, but excludes any shares of TeraWulf Common Stock reserved for issuance to the TeraWulf equity plan, whether or not subject to outstanding awards. Each share of common stock, par value $0.001 per share, of Merger Sub II issued and outstanding immediately prior to the Second Effective Time, automatically will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the surviving TeraWulf entity, and each share of TeraWulf Preferred Stock and TeraWulf Common Stock held by TeraWulf or the Company and their respective affiliates in treasury at the Second Effective Time will be canceled.

Following the Closing (as defined in the Merger Agreement), the Company must operate its businesses consistent with past practices and, subject to the terms and conditions of the CVR Agreement, it must use reasonable best efforts to pursue and consummate dispositions of its assets and businesses existing prior to the Closing (“Dispositions”) as soon as reasonably practicable (and, in any event, within 18 months of the Second Effective Time). The Company will continue to support these existing businesses as it pursues the Dispositions.

 

 

The obligations of each of the Company and TeraWulf to consummate the transactions contemplated by the Merger Agreement are subject to specified conditions, including, among other matters: (i) the approval by Company shareholders of the First Merger and Merger Agreement; (ii) the approval by TeraWulf shareholders of the Second Merger and Merger Agreement; (iii) a registration statement on Form S-4 becoming effective under the Securities Act of 1933, as amended, relating to the Holdco Common Stock to be issued in the First Merger and Second Merger; (iv) the shares of Holdco Common Stock to be issued in connection with the First Merger and Second Merger being approved for listing on Nasdaq, subject to only notice of issuance; (v) evidence of resignation of all directors of Holdco and the appointment to the Holdco board of directors of up to ten persons chosen by TeraWulf in its sole discretion; and (vi) the filing of an amended and restated Certificate of Incorporation of Holdco in the form attached to the Merger Agreement.

The Merger Agreement contains customary representations and warranties from the Company and TeraWulf. It also contains customary covenants, including providing (i) for each of the parties to use reasonable best efforts to consummate the transactions contemplated in the Merger Agreement, and (ii) for the Company and TeraWulf to carry on their respective businesses in the ordinary course of business consistent with past practice during the period between the execution of the Merger Agreement and the Closing. The Company also agreed not to solicit, initiate or propose the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or offer that constitutes, or would reasonably be expected to lead to, any Takeover Proposal (as defined in the Merger Agreement).

The Merger Agreement contains termination rights for each of the Company and TeraWulf, including, without limitation, in the event that (i) any governmental entity issues a non-appealable final order permanently enjoining the transactions contemplated in the Merger Agreement; (ii) the transactions contemplated in the Merger Agreement are not consummated by December 31, 2021 (the “Termination Date”); or (iii) the other party breaches its representations, warranties or covenants under the Merger Agreement, which breach would give rise to the failure of a closing condition and such breach is not cured within the earlier of 30-days of receipt of written notice of such breach and three (3) business days prior to the Termination Date.

The Merger Agreement provides that the Company will be obligated to pay TeraWulf a termination fee of $1.2 million, and TeraWulf will be obligated to pay the Company a termination fee of $10.0 million, if the Merger Agreement is terminated under certain circumstances. The Merger Agreement does not contain any post-Closing indemnification obligations with respect to the Parties.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

The Merger Agreement contains representations, warranties, covenants and other terms, provisions and conditions that the Parties made to each other as of specific dates. The assertions embodied therein were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed to by the Parties in connection with negotiating their respective terms. Moreover, they may be subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the Parties rather than establishing matters as facts. For the foregoing reasons, no person should rely on such representations, warranties, covenants or other terms, provisions or conditions as statements of factual information at the time they were made or otherwise. Unless required by applicable law, the Company undertakes no obligation to update such information.

 

 

Voting Agreement

Simultaneously with the execution of the Merger Agreement, TeraWulf entered into a Voting and Support Agreement, dated June 25, 2021 (the “Voting Agreement”), with executive officers and directors of the Company (the “Company Holders”). As of June 24, 2021, the Company Holders held, in the aggregate, approximately 14.1% of the Company’s outstanding shares of common stock. to the Voting Agreement, each Company Holder has agreed, with respect to all of the voting securities of the Company that such Company Holder beneficially owns as of the date thereof or thereafter, to vote in favor of the First Merger and the Merger Agreement. The Voting Agreement will terminate on the Effective Date (as defined therein).

The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and qualified by, the full text of the Voting Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference

Contingent Value Rights Agreement

to the Merger Agreement, at the Closing, HoldCo and Parent will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a person designated by HoldCo and Parent as the Holders’ Representative (as defined therein), and the Rights Agent (as defined therein). to the CVR Agreement, each shareholder of the Company as of immediately prior to the First Effective Time will receive one non-transferable contingent value right (“CVR”) for each outstanding share of common stock of the Company then held.

The holders of the CVRs will be entitled to receive 95% of the Net Proceeds (as defined in the CVR Agreement), if any, from the sale, transfer, disposition, spin-off, or license of all or any part of the pre-merger business of the Company, subject to a reserve of up to 10% of the Gross Proceeds (as defined in the CVR Agreement) from such transaction. The CVRs will not confer to the holders thereof any voting or equity or ownership interest in the Company or HoldCo. The CVRs will not be transferable, except in limited circumstances such as by will or intestacy, and will not be listed on any quotation system or traded on any securities exchange.

The CVR Agreement will terminate after all payment obligations to the holders thereof have been satisfied. But holders of CVRs will not be eligible to receive payment for dispositions, if any, of any part of the pre-merger business of the Company after the eighteen-month anniversary of the Closing.

The foregoing description of the CVR Agreement does not purport to be complete and is subject to, and qualified by, the full text of the CVR Agreement, a copy of which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

On June 24, 2021, the Compensation Committee of the Company’s board of directors approved, and the Company entered into, an amendment to and restatement of the Employment Agreement with Glenn Sandgren, our Chief Executive Officer (the “Amendment”). to the Amendment, Mr. Sandgren has waived his right to receive a total of 30,000 options to purchase shares of Company common stock in future fiscal years, the period during which he would be entitled to receive increased severance was extended from twelve to eighteen months after a Change in Control (as defined in the Company’s 2019 Equity Incentive Plan, the “2019 Plan”) to better align with the term of the CVR Agreement, and the Company has agreed to escrow an amount equal to up to twelve months of Mr. Sandgren’s annual base salary upon the occurrence of a Change in Control. Mr. Sandgren also received 6,700 restricted stock units under the 2019 Plan, which are scheduled to vest in full on June 24, 2022, as consideration for his agreement to enter into the Amendment. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified by, the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.3, and is incorporated herein by reference.

Also on June 24, 2021, the Compensation Committee of the Company’s board of directors approved retention awards for each of Claude P. Piguet, Ken Hegman, and Jon Gerlach to which the executive will be entitled to receive $50,000 upon the earlier of (i) the closing of one or any series of Legacy Monetizations (as defined in the CVR Agreement) amounting to Net Proceeds (as defined in the CVR Agreement), before taking into account any payments under the retention awards (“Adjusted Net Proceeds”), in excess of $5,000,000 in the aggregate and (ii) the date that is eighteen months after the closing under the Merger Agreement. To the extent the Adjusted Net Proceeds of one or any series of Legacy Monetizations under the CVR Agreement exceeds $5,000,000, each officer will be entitled to receive an additional payment equal to 0.75% of the total amount such aggregate Adjusted Net Proceeds exceed $5,000,000. The executive officer must remain continuously employed through the closing of any Legacy Monetization giving rise to a payment under his retention award.

 

 

On June 24, 2021, the Company’s board of directors adopted an amendment to the Amended and Restated By-Laws of the Company (“Bylaws”), adding a new Article VIII, Exclusive Forum, which provides that, unless the Company consents in writing to the selection of an alternative forum, Minnesota state and federal courts will be the exclusive forum for certain specified corporate law-based suits involving the Company and the federal district courts located in the State of Minnesota will be the exclusive forum for suits arising under the Securities Act of 1933. The Board also approved a restatement of the Bylaws to incorporate the amendment.

The foregoing description of the amendment to the Bylaws does not purport to be complete and is subject to, and qualified by, the full text of the Bylaws, as amended, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On June 25, 2021, the Company and TeraWulf issued a joint press release announcing the execution of the Merger Agreement and other agreements described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

(d)             Exhibit.

 

 

Additional Information and Where to Find It; Participants in the Solicitation

In connection with the proposed transaction, the Company intends to file relevant materials with the United States Securities and Exchange Commission (the “SEC”), including a combined proxy statement and registration statement on Form S-4. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the proposed transaction. The proxy statement, any other relevant documents, and all other materials filed with the SEC concerning the Company are (or, when filed, will be) available free of charge at http://www.sec.gov and http:/www.ikonics.com/investor-relations. Shareholders should read carefully the proxy statement and any other relevant documents that the Company files with the SEC when they become available before making any voting decision because they will contain important information.

This current report on Form 8-K does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. The Company and its directors and executive officers are deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the names of such persons and their respective interests in the transaction, by securities holdings or otherwise, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in its annual report on Form 10-K for the fiscal year ended December 31, 2020, its definitive proxy statement for the annual meeting held on April 29, 2021, and the revised definitive proxy statement for the same meeting, which were filed with the SEC on March 3, 2021, March 23, 2021, and April 6, 2021, respectively. To the extent the Company’s directors and executive officers or their holdings of the Company’s securities have changed from the amounts disclosed in those filings, to the Company’s knowledge, such changes have been reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4 on file with the SEC. These materials are (or, when filed, will be) available free of charge at http://www.Ikonics.com/investor-relations.

Forward Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the mergers, including the risks that (a) the mergers may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the merger agreement, (c) other conditions to the consummation of the mergers under the merger agreement may not be satisfied, (d) all or part of TeraWulf’s contemplated financing may not become available, and (e) the significant limitations on remedies contained in the merger agreement may limit or entirely prevent a party from specifically enforcing another party’s obligations under the merger agreement or recovering damages for any breach; (2) approval of the combined company’s application to list its shares on The Nasdaq Stock Market LLC, (3) the effects that any termination of the merger agreement may have on a party or its business, including the risks that (a) the price of the Company’s common stock may decline significantly if the mergers are not completed, (b) the merger agreement may be terminated in circumstances requiring the Company to pay TeraWulf a termination fee of $1.2 million, or (c) the circumstances of the termination, may have a chilling effect on alternatives to the mergers; (4) the effects that the announcement or pendency of the mergers may have on the Company and its business, including the risks that as a result (a) the business, operating results or stock price of the Company’s common stock may suffer, (b) its current plans and operations may be disrupted, (c) the ability of the Company to retain or recruit key employees may be adversely affected, (d) its business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) management and employee attention may be diverted from other important matters; (5) the effect of limitations that the merger agreement places on the Company’s ability to operate its business, return capital to shareholders or engage in alternative transactions; (6) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the transactions and instituted against the Company and others; (7) the risk that the transaction may involve unexpected costs, liabilities or delays; (8) other economic, business, competitive, legal, regulatory, and/or tax factors; (9) the possibility that less than all or none of the Company’s historical business will be sold prior to the expiration of the CVRs; and (10) other factors described under the heading “Risk Factors” in Part I, Item 1A of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020, as updated or supplemented by subsequent reports that the Company has filed or files with the SEC. Potential investors, shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither TeraWulf nor the Company assumes any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

 

 

IKONICS CORP Exhibit
EX-2.1 2 ex_259670.htm EXHIBIT 2.1 ex_259670.htm Exhibit 2.1                 AGREEMENT AND PLAN OF MERGER by and among IKONICS CORP,…
To view the full exhibit click here

About IKONICS CORPORATION (NASDAQ:IKNX)

IKONICS Corporation is engaged in the development and manufacturing of photochemical imaging systems for sale primarily to a range of printers and decorators of surfaces. The Company has five operating segments: Domestic, Export, IKONICS Imaging, Digital Texturing (DTX) and Advanced Material Solutions (AMS). Domestic segment sells screen printing film, emulsions, and inkjet receptive film to distributors located in the United States and Canada. IKONICS Imaging segment sells photo resistant film, art supplies, glass, metal medium and related abrasive etching equipment. AMS segment provides sound deadening technology to the aerospace industry along with products and services for etched composites, ceramics, glass and silicon wafers. DTX segment includes products and customers related to inkjet technology used for mold texturing and prototyping. Export segment sells primarily the same products as Domestic and the IKONICS Imaging products not related to AMS or DTX.

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NEW JERSEY MINING COMPANY (OTCMKTS:NJMC) Files An 8-K Submission of Matters to a Vote of Security Holders

By
ME Staff 8-k
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NEW JERSEY MINING COMPANY (OTCMKTS:NJMC) Files An 8-K Submission of Matters to a Vote of Security Holders
ITEM 5.07. Submission of Matters to a Vote of Security Holders.


About NEW JERSEY MINING COMPANY (OTCMKTS:NJMC)

New Jersey Mining Company is engaged in exploring for and developing gold, silver, and base metal deposits in the Greater Coeur d’Alene Mining District of North Idaho and extending into Western Montana. The Company is evaluating mineral investment and development opportunities in the western United States. The Company is focused on advanced stage exploration and development assets. The Company has a portfolio of mineral properties, including the Golden Chest Mine, the New Jersey Mine and Mill, the McKinley exploration project, the Eastern Star exploration project and the Toboggan exploration project, and other exploration prospects. The New Jersey Mill Joint Venture and GF&H Company are subsidiaries of the Company. The New Jersey Mine is an underground mine and mill complex, which is located approximately four kilometers east of Kellogg, Idaho, in the Coeur d’Alene Mining District. The Toboggan Project consists of the prospects, including Gold Butte and Mineral Ridge.

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INTERNATIONAL TOWER HILL MINES LTD. (TSE:ITH) Files An 8-K Material Modification to Rights of Security Holders

By
ME Staff 8-k
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INTERNATIONAL TOWER HILL MINES LTD. (TSE:ITH) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 21, 2021, International Tower Hill Mines Ltd. (the “Company”) amended its Articles following shareholder approval at its 2021 Annual General Meeting of Shareholders to (i) allow certain actions to be taken with the approval of the Board of Directors of the Company (the “Board”) only, including creating or eliminating a class or series of shares, subdividing or consolidating any of the Company’s shares into a greater or smaller number of shares, changing any of the Company’s shares without par value into shares with par value (and vice versa), increasing or decreasing the par value of the Company’s shares, and altering the identifying name of any of its shares; (ii) add as Section 9.3 of the Company’s Articles a provision stating that a right or special right attached to issued shares must not be prejudiced or interfered with unless the holders of such class or series of shares consent by a special separate resolution; (iii) allow the Company’s Chief Executive Officer to call a meeting of the Board; and (iv) increase the quorum for a meeting of directors from two directors to a majority of directors. In addition, on June 21, 2021, the Company amended its Notice of Articles to remove the limit on the number of common shares without par value authorized for issuance.

The foregoing description of the amended Articles does not purport to be complete and is qualified in its entirety by reference to the text of the amended Articles, which is set forth in Appendix A to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2021 and is incorporated herein by reference.

  


About INTERNATIONAL TOWER HILL MINES LTD. (TSE:ITH)

International Tower Hill Mines Ltd.is a mineral exploration company. The Company is in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. It operates through the exploration and development of mineral properties segment. The Company owns the Livengood Gold Project in Alaska, the United States. The Livengood Gold Project is located approximately 70 miles northwest of Fairbanks, Alaska in the Tolovana mining district within the Tintina Gold Belt. The Livengood Gold Project has a mineral resource of approximately 730 million measured tons at an average grade of over 0.61 gram/ton (g/ton), approximately 70 million indicated tons at an average grade of approximately 0.56 g/ton and over 260 million inferred tons at an average grade of approximately 0.52 g/ton.

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IMAGEWARE SYSTEMS, INC. (OTCMKTS:IWSY) Files An 8-K Changes in Registrant’s Certifying Accountant

By
ME Staff 8-k
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IMAGEWARE SYSTEMS, INC. (OTCMKTS:IWSY) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01 Change in Registrant\’s Certifying Accountant.

On June 20, 2021, the Board of Directors of ImageWare Systems, Inc., a Delaware corporation (the “Company”), notified Mayer Hoffman McCann P.C. (“MHM”), the Company’s independent registered public accounting firm, that it would be dismissing MHM effective immediately following the Company’s filing of its Quarterly Report on Form 10-Q for the quarter ending June 30, 2021. MHM will continue to serve as the Company’s independent registered public accounting firm until that time. The Board of Directors is currently interviewing alternative independent registered public accounting firms to succeed MHM.
The report of independent registered public accounting firm of MHM regarding the Company’s financial statements for the fiscal years endedDecember 31, 2020 and 2019 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports for the years ended December 31, 2020 and December 31, 2019 contained an explanatory paragraph disclosing the uncertainty regarding the Company’s ability to continue as agoing concern.
During the years endedDecember 31, 2020 and 2019, and during the interim period from the end of the most recently completed fiscal year through June 24, 2021, there were no disagreements with MHM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MHM would have caused it to make reference to such disagreement in its reports.
The Company provided MHM with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that MHM furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated June 24, 2021, is filed asExhibit 16.1(which is incorporated by reference herein) to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX

IMAGEWARE SYSTEMS INC Exhibit
EX-16.1 2 ex16-1.htm LETTER FROM MAYER HOFFMAN MCCANN P.C. ex16-1   Exhibit 16.1               June 24,…
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About IMAGEWARE SYSTEMS, INC. (OTCMKTS:IWSY)

ImageWare Systems Incorporated (ImageWare) provides biometrically enabled software-based identity management solutions. The Company’s product, IWS Biometric Engine, is a multi-biometric software platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. It allows a user to utilize one or more biometrics on an integrated platform. Its products are used to manage and issue secure credentials, including national identifications (IDs), passports, driver licenses and access control credentials. It also provides authentication security software using biometrics to secure physical and logical access to facilities or computer networks or Internet sites. ImageWare categorizes its identity management products and services into three markets, including Biometrics, Secure Credential, and Law Enforcement and Public Safety markets.

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VASO CORPORATION (OTCMKTS:VASO) Files An 8-K Termination of a Material Definitive Agreement

By
ME Staff 8-k
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VASO CORPORATION (OTCMKTS:VASO) Files An 8-K Termination of a Material Definitive Agreement
ITEM 1.02 – TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

In April 2020, Vaso Corporation (the “Company”) received funding of a $3,610,900 Note (the “PPP Note”) issued by PNC Bank (“PNC”) to the Coronavirus Aid, Relief and Economic Security (CARES) Act’s Paycheck Protection Program.
On June 24, 2021, the Company received confirmation that on June 10, 2021 the Small Business Administration approved the Company’s PPP Note forgiveness application for the entire PPP Note balance of $3,610,900 in principal and $42,428.07 in interest. Accordingly, the Note issued by PNC has been fully forgiven.

About VASO CORPORATION (OTCMKTS:VASO)

Vaso Corporation, formerly Vasomedical, Inc., is a medical technology company. The Company is engaged in providing professional sales services for diagnostic imaging products; managed information technology (IT) systems and services, including healthcare software solutions and network connectivity services, and the design, manufacture and sale of proprietary medical devices. The Company’s segments include IT segment, which operates through a subsidiary, VasoTechnology, Inc., which focuses on healthcare IT and managed network technology services; Professional sales service segment, which operates through a subsidiary, Vaso Diagnostics, Inc., doing business as VasoHealthcare, which focuses on the sale of healthcare capital equipment for General Electric Healthcare into the health provider middle market, and Equipment segment, which operates through a subsidiary, VasoMedical, Inc., which focuses on the design, manufacture, sale and service of proprietary medical devices.

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AETHLON MEDICAL, INC. (NASDAQ:AEMD) Files An 8-K Results of Operations and Financial Condition

By
ME Staff 8-k
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AETHLON MEDICAL, INC. (NASDAQ:AEMD) Files An 8-K Results of Operations and Financial Condition
Item 2.02

On June 24, 2021, Aethlon Medical, Inc. (the “Registrant”) issued a press release announcing its financial results for the fiscal year ended March 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1.

The information provided in this Item 2.02 of this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


AETHLON MEDICAL INC Exhibit
EX-99.1 2 aethlon_ex9901.htm PRESS RELEASE Exhibit 99.1       Aethlon Medical Announces Fiscal Year End Financial Results and Provides Corporate Update   SAN DIEGO,…
To view the full exhibit click here

About AETHLON MEDICAL, INC. (NASDAQ:AEMD)

Aethlon Medical, Inc. is a medical device company focused on creating devices for cancer, infectious disease and other life-threatening conditions. The Company operates through two segments: Aethlon, which represents its therapeutic business activities, and ESI, which represents its diagnostic business activities. The Company’s lead product is the Aethlon Hemopurifier, which is a device that selectively targets the elimination of circulating viruses and tumor-secreted exosomes that promote cancer progression. The Aethlon Hemopurifier sheds glycoproteins to treat infectious viral pathogens. In oncology indications, the Hemopurifier targets the removal of circulating exosomes, which are released to promote cancer progression and to seed the spread of metastasis. Through its subsidiary, Exosome Sciences, Inc. (Exosome), the Company is also developing exosome-based product candidates to diagnose and monitor neurological disorders and cancer.

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SURNA INC. (OTCMKTS:SRNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

By
ME Staff 8-k
-

SURNA INC. (OTCMKTS:SRNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

On June 28, 2021 R. Brian Knaley will be employed by Surna Inc. (the “Company”) as the Company’s Chief Financial Officer and Treasurer until his resignation or earlier termination or other removal therefrom. In connection with this appointment, the Company and Mr. Knaley entered into an employment agreement, which was approved by the Board of Directors (“Board”) on June 16, 2021 (the “Employment Agreement”). A copy of the Employment Agreement is attached hereto as Exhibit 10.1.

There were no arrangements or understandings between Mr. Knaley and the Company or with any other persons as the reason Mr. Knaley was appointed as the Company’s Chief Financial Officer and Treasurer.

The initial term of the Employment Agreement will commence on June 28, 2021 and will continue until June 30, 2024. However, the Company and Mr. Knaley may terminate the Employment Agreement, at any time, with or without cause, by providing the other party with 30-days’ prior written notice. In the event Mr. Knaley’s employment is terminated by the Company during the initial term without cause, Mr. Knaley will be entitled to receive his base salary for an additional 30 days. Following the initial term, the Company and Mr. Knaley may extend the Employment Agreement for additional one-year terms by mutual written agreement.

Mr. Knaley will receive an annualized base salary of $250,000. Upon uplisting of the Company to a national stock exchange (Nasdaq or NYSE), his base salary will be increased to $275,000 annually. Mr. Knaley is also eligible to receive an annual incentive bonus as described in the Company’s Annual Incentive Compensation Plan and Policy. During 2021, Mr. Knaley will be eligible for 50% of the incentive award allocated to executives. If a similar plan is in place for 2022 and subsequent years, he will be eligible for 100% of the incentive award allocated to executives.

On June 28, 2021, the Board will grant Mr. Knaley non-qualified stock options to purchase 2,000,000 shares of the Company’s common stock, which vest as follows: (i) 250,000 options vest and become exercisable on the grant date, (ii) 417,000 options vest and become exercisable on June 30, 2022, if Mr. Knaley continues to be employed by the Company on that date, (iii) 665,000 options vest and become exercisable on June 30, 2023, if Mr. Knaley continues to be employed by the Company on that date, and (iv) 668,000 options vest and become exercisable on June 30, 2024, if Mr. Knaley continues to be employed by the Company on that date. The exercise price of these options will be based on the closing price of the Company’s common stock on June 25, 2021.

In the event of a change of control involving the Company, any remaining special stock bonuses related to any period ending after the date of the change of control will become due and payable, provided Mr. Knaley continues to provide services to the Company on the date immediately preceding the date of the change of control.

Beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, Mr. Knaley will be designated as the Company’s Principal Financial and Accounting Officer and will sign the Company’s periodic reports to be filed with the Securities and Exchange Commission.

Biographical and other information for Mr. Knaley is set forth below.

Mr. Knaley (age 51), has extensive experience as a financial leader, having held a number of executive roles in public companies and driving a number of substantial changes to their business results and financial reporting compliance.

He was most recently the CFO for Proximo Medical, a start-up company that specializes in the commercialization of medical devices. As CFO, he provided strategic management of accounting and finance functions including financial control, cash maximization and tax and regulatory compliance.

Prior to Proximo, he served as Senior Vice President and Interim CFO of ViewRay, Inc., (Nasdaq: VRAY), a global manufacturer of MRI-guided radiation therapy systems. At ViewRay he delivered strategic leadership for this publicly listed company.

Before ViewRay, Mr. Knaley served as CFO at ARC Group Worldwide, Inc. (Nasdaq: ARCW), a global manufacturer of precision metallurgic products and advanced 3D printing. Prior to ViewRay he was Vice President and Corporate Controller of Spectranetics Corp. (Nasdaq: SPNC), a vascular intervention device maker, where he supported the executive team in selling the company to Philips Holding USA, Inc.

Other positions Mr. Knaley has previously held include: Corporate Controller for Arcelormittal USA (NYSE: MT), a steel and mining company and Vice President Finance/Audit Manager for Caterpillar, Inc. (NYSE: CAT), a Fortune 100 corporation that designs, develops, engineers, manufactures, markets, and sells machinery, engines, financial products, and insurance.

Mr. Knaley holds a BA in Accounting from Thomas More College and is a Certified Public Accountant licensed in Ohio.

10.1 Executive Employment Agreement by and between R. Brian Knaley and the Company dated June 28, 2021


Surna Inc. Exhibit
EX-10.1 2 ex10-1.htm   Exhibit 10.1   EXECUTIVE EMPLOYMENT AGREEMENT   This Executive Employment Agreement (this “Agreement”) is made and entered into effective this 28th day of June,…
To view the full exhibit click here

About SURNA INC. (OTCMKTS:SRNA)

Surna Inc. develops, designs and distributes cultivation technologies for controlled environment agriculture (CEA). The Company’s segment is designing, manufacturing, and distributing indoor climate control systems, including but not limited to chillers, lights, reflectors, and irrigation systems, for use in conjunction with the state-regulated cannabis and CEA industry. The Company’s technologies include a line of optimized lighting, environmental control, air sanitation and cultivation facilities. The Company offers full mechanical, electrical, and plumbing (MEP) services, including designing and engineering commercial scale thermodynamic systems specific to indoor grow facility conditions. The Company’s products include Surna Chillers, Surna Reflectors, Hybrid Building and Air Sanitation. Its customers include state-regulated cannabis cultivation facilities, as well as traditional indoor agricultural facilities, including organic herb and vegetable producers.

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VNUE, INC. (OTCMKTS:VNUE) Files An 8-K Entry into a Material Definitive Agreement

By
ME Staff 8-k
-

VNUE, INC. (OTCMKTS:VNUE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

VNUE, Inc. Exhibit
EX-10.1 2 vnue_ex101.htm SECURITIES PURCHASE AGREEMENT vnue_ex101.htmEXHIBIT 10.1   PURCHASE AGREEMENT   PURCHASE AGREEMENT (the “Agreement”),…
To view the full exhibit click here

About VNUE, INC. (OTCMKTS:VNUE)

VNUE, Inc. (VNUE) is a development-stage company. The Company is carrying on business as a live entertainment music service company, which brings bands and fans together by capturing audio and video recordings of live performances and delivers the experience of a venue to home and hand. By streamlining the processes of curation, clearing, capturing, distribution and monetization, it manages the complexities of the music ecosystem. The Company captures content through its Front of House mobile application and provides distribution and monetization through a suite of mobile, Web administration applications, allowing an artist to deliver and sell their live performances directly to the fans attending their shows. VNUE is primarily used in live music venues. The Company is also branching into various other entertainment experiences, such as comedy, plays, musicals, university lectures, professional demonstrations and panel discussions, as well as action sports, among others.

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JAKKS PACIFIC, INC. (NASDAQ:JAKK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

By
ME Staff 8-k
-

JAKKS PACIFIC, INC. (NASDAQ:JAKK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2021, the Company amended the employment agreement between the Company and Mr. John (a/k/a Jack) McGrath, our Chief Operating Officer, and entered into Amendment No. 7 to Mr. McGrath’s Employment Agreement, dated March 4, 2010 which was effective January 1, 2010 (the “McGrath Employment Agreement”). The terms of Mr. McGrath’s Employment Agreement have been amended as follows: (i) to extend the Term of the McGrath Employment Agreement for an additional two years through December 31, 2023; (ii) to set the Base Salary, effective January 1, 2022, at the rate of $520,000 per annum; (iii) addition of a performance bonus opportunity for fiscal years 2022 and 2023 in a range between twenty-five percent (25%) and one hundred twenty five percent (125%) of Base Salary, based upon the level of EBITDA achieved by the Company for the fiscal year, as determined by the Compensation Committee, which shall be payable in cash and is subject to additional terms and conditions as set forth therein; and (iv) addition of a provision for the issuance on the first business day of each of calendar years 2022 and 2023 of that number of Restricted Stock Units that are equal to the lesser of (A) an amount in value (determined as provided below) equal to Mr. McGrath’s Base Salary then in effect or (B) 1.05% of common shares outstanding of the Company, which shall vest in two equal installments on each anniversary of grant; provided, that no such award shall be made (and no cash substitute shall be provided) to the extent shares are not available for grant under the Company’s 2002 Stock Award and Incentive Plan (as in effect on the date hereof and as subsequently may be amended, from time to time, or any successor plan, the “Plan”) as of such date; and provided, further, that the Company shall not be obligated to amend the Plan and/or seek shareholder approval of any amendment to increase the amount of available shares under the Plan. The number of Shares in each annual grant of Restricted Stock Units will be determined by the closing price of a share of the Company\’s common stock on December 31, 2021 with respect to the 2022 award, and December 31, 2022 with respect to the 2023 award.

All capitalized terms used herein, but not defined herein, have the meanings ascribed thereto in the McGrath Employment Agreement, as amended by the seventh amendment.

The foregoing description of the seventh amendment to the McGrath Employment Agreement is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference into this Item 5.02.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits

 

 

JAKKS PACIFIC INC Exhibit
EX-10.1 2 ex_259656.htm EXHIBIT 10.1 ex_259656.htm   Exhibit 10.1   SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT   THIS SEVENTH AMENDMENT (the “Seventh Amendment”) to Employment Agreement,…
To view the full exhibit click here

About JAKKS PACIFIC, INC. (NASDAQ:JAKK)

JAKKS Pacific, Inc. is a multi-line, multi-brand toy company. The Company designs, produces, markets and distributes toys and related products, pet toys, consumables and related products, electronics and related products, kids indoor and outdoor furniture, and other consumer products. The Company operates through two business segments: traditional toys and electronics, and role play, novelty and seasonal toys. The traditional toys and electronics segment includes action figures, vehicles, playsets, plush products, dolls, accessories, electronic products, construction toys, infant and pre-school toys, foot to floor ride-on vehicles, wagons and pet products and related products. The role play, novelty and seasonal segment includes role play and dress-up products, novelty toys, seasonal and outdoor products, indoor and outdoor kids’ furniture and Halloween and everyday costume play.

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