True Nature Holding, Inc. (OTCMKTS:TNTY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
OnJanuary 19, 2017,the Company executed a letter of intent for
the purchase of the assets and operations of Price Choice
Pharmacy, et al, a two (2) unit retail pharmacy operation based
in Miami, Florida. The business currently operates inside of a
chain of grocery stores whose market is largely within the
Hispanic community. There are opportunities to expand to other
units of the existing grocery store chain, and for similar site
locations in other grocery operations.
The plans for expansion are to include the other units of the
existing grocery chain, and to find other similarly situated
chains with whom the Company can establish a relationship,
initially in Florida, then within the Southeast and other regions
of the United States. The existing business is expected to close
out calendar 2016 with annual revenues in excess of $3.4 million.
Two (2) of the key executives of the existing operations will be
employed going forward at a rate of compensation comparable to
their existing pay rate, and commensurate with industry standard
rates.
The consideration being given is a) a cash payment of $500,000 at
closing, b) short term notes payable of $100,000 over thefive (5)
months following closing, and c) incentive earn-out bonus
payments of up to $400,000 forachievement of mutually acceptable
business goals during 2017 and 2018. There is no issuance of
stock in the Company contemplated in this transaction. The
transaction is subject to the acquisition of two (2) of the three
(3) existing shareholders by the Brice Investments, LLC, the
third shareholder, who would become the sole shareholder at
closing. It is also subject to due diligence, regulatory
approvals, transfer of the requisite licenses, approval of the
Board of Directors of the Company, and the shareholders of Price
Choice Pharmacy, et al, as well as other terms. A copy of the
Letter of Intent is attached to this filing as an exhibit.
Settlement Agreement and Release with Gary
Meyer
On July 6, 2016, the Company appointed Gary Meyer to the newly
created position of Chief Compliance Officer. Mr Meyer was
terminated as of September 23, 2016. After being terminated, Mr.
Meyer threatened to take legal action against the Company for
breach of an alleged employment agreement. The Company took a
reserve of $280,000 at September 30, 2016 in consideration of any
potential claims that might be brought by Mr. Meyer. On December
31, 2016, Mr. Meyer and the Company entered into a Settlement
Agreement and Release under which Mr. Meyer fully releases and
indemnifies the Company against any claims he might have in
consideration of the issuance of 150,000 shares of restricted
shares of the Company’s common stock, at a recorded cost of
$28,500, with the previous reserve of $280,000 released. A copy
of the Settlement Agreement and Release is attached as an exhibit
to this filing.
Item 3.02, Unregistered Sales of Equity
Securities;
On December 30, 2016, the Board of Directors of the Company
issued 100,000 shares of restricted common stock to a consultant,
who subsequently became the CEO and CFO of the Company as
compensation for his contribution during the prior 90 days. This
charge to earnings for this issuance was $19,000;
On December 30, 2016, the Board of Directors issued 150,000
shares of restricted common stock in fulfillment of a Settlement
Agreement with Gary Meyer, a former employee who had claimed his
employment agreement had been breached upon his termination in
September 2016. The charge to earnings for this issuance was
$28,500, while an offsetting reduction in prior reserves related
to potential litigation of $280,000 was recorded;
On December 30, 2016, the Board voted to issue to the existing
Board of Directors members 100,000 shares each of restricted
common stock as additional compensation for services during the
prior 90 days. Each of the recipients abstained from the vote on
their issuance so as to not be voting on their own issuance, and
did vote for the issuance to their fellow Board members. The
charge to earnings for this issuance was $19,000, for each of the
three (3) directors, or a total of $57,000.
On January 24, 2017, the Board granted to a member of Board of
Directors 25,000 shares of restricted common stock as
consideration for advances against certain of the Company’s
expenses. The Member of the Board of Directors abstained from the
vote as to not be voting on his own issuance. The charge to
earnings for the issuance was $2,500.
On January 24, 2017, the Board authorized the issuance of 15,000
shares of restricted common stock as consideration for an
extension to the March 16, 2016 debt agreement. The total owing
in this agreement is $60,000. The charge to earnings for the
issuance was $1,500.
Item 5.02(c) Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal
Officers
On January 25, 2017, the Board of Director appointed Christopher
Knauf, age 44, as the Chief Executive Officer and Chief Financial
Officer (CEO/CFO) of True Nature Holdings, Inc effective
immediately. Mr. Knauf is an accomplished executive leader and
strategic problem solver in finance and operations for rapid
growth, small to mid-sized companies with a proven record of
enhancing revenues, and streamlining business operations. He has
extensive experience in omni channel integrations of design,
manufacturing, retail and wholesale distribution, and he has
worked with PE firms to reorganize companies to prepare for a
sale to a strategic partner. He has demonstrated strong team
building skills across all levels of an organization. The
specific industry emphasis has been consumer products, retail,
manufacturing, and supply chain management.
His specific employment history is as follows:
From 2014 until now Mr. Knauf has been a consultant to emerging
growth companies, both private and public.
From 2012 until 2014 Built NY, Inc., New York, NY, a consumer
products company, where he was CEO/CFO;
Developed a 36 month business model and financial projections
that would return the company to profitability; Oversee all
strategic financial planning and analysis; Raised additional
capital from new investors to finance working capital needs;
Negotiated and increased bank credit lines; Reduced operating
expenses by 35% through outsourcings and restructuring
operations.; Stabilized revenue by eliminating poor performing
product categories and launching new product lines; Moved the
ecommerce business to an outside company which resulting in
turning that business from a loss to a profit in less than 3
months; Work on rebranding the company to have a more consistent
message; Quarterly presentations to the Board of Directors to
outline strategy and business initiatives; Held annual
shareholder meetings to discuss the turnaround needs of the
company and the plan to get back to profitability.
From 2004 until 2012 A E Networks, York, NY, a provider of
television and content worldwide, where he was Vice President of
Finance Operations for Consumer Products.;
Oversaw product development, sales planning and marketing
strategies for the global releases of A E products such as DVD,
show merchandise and licensed products; Manage international
sales teams in five countries to achieve sales and profit
objectives; Responsible for all financial planning, budgeting,
and accounting for the Consumer Products division. This includes
providing monthly reporting to the Board of Directors and
Executive team; Manage the E-commerce business unit with our
third-party provider. Creating marketing and customer acquisition
plans to maximize revenues. Focused on conversion rates
improvements and traffic increases; Developed and launched the
International Consumer Products Business units in the UK,
Australia, Benelux, Southeast Asia, and Germany; Responsible for
managing third party call center and warehouse operations which
ships out over 4.5 million units a year; Launched Point of Sale
and Vendor Managed Inventory; Performed cost/benefit analysis for
the redesign of the History.com website to determine required
revenue performance in order to reduce the breakeven time; Was
the lead on negotiation for several large content acquisitions,
including Manchester United, Major League Baseball, and several
film libraries; Implemented a new manufacturing and operations
software system which improved order management and inventory
efficiencies.
From 2003 until 2004 Intermix, Inc., an online provider of
apparel and accessories, where he was Chief Financial Officer;
Created a restructuring plan that resulting in the company
growing over 65% in revenue over a 12-month period and from a Net
Loss of $1million in 2003 to a profit of $2.5 million in 2004;
Responsible for the launch of Intermixonline.com. Established
timelines, budgets and goals for the ecommerce department.
Website was successfully launched on September 1, 2004;
Day-to-Day management of cash flow and operational metrics
reporting; Performed all accounting, HR, and operational
responsibilities for the entire organization of 100 employees;
Prepared financial reporting for monthly meeting with the Board
of Directors; Designed and implemented various cost cutting
strategies to reduce corporate overhead by 8%; Implemented
initiatives to drive key operating metrics, such as Units per
Transaction, Inventory turnover, and Sales per Square foot.
From 1999 until 2003 Martha Stewart Living Omni Media, the retail
and branding operation, where he was Director of E-Commerce
Division of Internet and Catalog Division;
Responsible for order and call center volume projections. These
projections were used to determine staffing requirements in the
fulfillment center and call center. Monthly volume range from
over 120,000 calls and over 95,000 orders shipped from the
warehouse in December 2002; Established operational metrics to
study the performance and behavior of the catalog and Internet
consumer. Studied Average Handle Time, Abandonment Rate, Return
Rates, Etc; Worked closely with the IT department to improve and
enhance the Order Management System. Managed integration issues
between the website and fulfillment center; Responsible for the
monthly service levels of the call center and fulfillment center;
Prepared, reviewed, and negotiated Term Sheets for prospective
investors, including Venture Capitals, Angel investors, and
Strategic Partners; Developed and implemented an order processing
system, using Microsoft Access, which currently operates the
entire business unit. System allows for order tracking inventory
processing and historical financial review; Prepared reports,
which included Cash Burn Calculations, Cash management reports,
Financial Analysis Comparisons to industry, Operating Metrics,
and Cost Analysis. Solely responsible for the development of
these reports; Developed the financial model to forecast sales
and operating expenses based on key metrics.
From 1995 until 1997 DynCorp, Inc., a worldwide provider of
technology and staffing solutions where he was a Financial
Analyst.
His education includes an MBA, Finance concentration, 1999,
Fordham University, New York, NY. BS, Finance, 1995, Fairfield
University, Fairfield, CT.
Compensation:
There is no formal employment contract with Mr. Knauf and he will
serve in this position at the will of the Board of Directors.
Mr. Knauf has been a consultant to the company for the last 90
days where he has assisted with the financial reporting and other
administrative functions. He was being compensated at a $2,000
per week, and is currently owed $26,000. His fees have accrued
and will be paid when the company achieves sufficient funding.
Upon funding, he will become a full-time employee and his
compensation will be a) a base salary of $100,000 per year, and
b) a potential performance bonus, subject to Board approval, of
up to $100,000. Effective immediately, he will receive a
restricted stock grant of 500,000 shares of restricted common
stock. The charge to earnings for the issuance was $50,000. The
shares are subject to a reverse vesting that requires him to stay
with the company for three (3) years (1/3 per year) and achieve
certain management objectives in order to keep all of the shares.
If he fails to remain for the duration or to achieve the
management objectives, certain number of the shares will be
cancelled. He will also participate in any other executive
benefits programs that are made available to other executives of
equal statue in the public holding company. On December 30, 2016,
Mr. Knauf was awarded 100,000 shares of restricted stock by the
Board of Directors as additional compensation for the services
provided 2016. The charge to earnings for the issuance was
$19,000.
Item 7.01 Regulation FD Disclosure
The Company issued a press release on January 19, 2017 discussing
the Letter of Intent agreement for Price Choice Pharmacys
operations, previously discussed in this filing. On January 25,
2017, the Company issued a press release discussing the
appointment of Mr. Christopher Knauf as CEO and CFO, as noted in
this filing. A copy of those press releases are provided herein
as Exhibit 99.1 and Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by the Company on January 19, 2017 |
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99.2 |
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Press release issued by the Company on January 25, 2017 |
About True Nature Holding, Inc. (OTCMKTS:TNTY)
True Nature Holding, Inc., formerly Trunity Holdings, Inc., is a development-stage company. The Company is focused on business of the production and sale of pharmaceutical products, including specialized compounded pharmaceutical formulations, for both the human and veterinary markets. The Company intends to acquire a series of businesses, which specialize in compounding pharmacy activities, direct to consumers, doctors and veterinary professionals. The Company is focused on selling its formulations primarily through a network of compounding pharmacies. The Company was engaged in educational business. As of December 31, 2015, the Company had not generated any revenues. True Nature Holding, Inc. (OTCMKTS:TNTY) Recent Trading Information
True Nature Holding, Inc. (OTCMKTS:TNTY) closed its last trading session up +0.020 at 0.150 with shares trading hands.