UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 22, 2021
FISION Corporation |
(Exact name of registrant as specified in its charter) |
Delaware |
| 000-53929 |
| 27-2205792 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
1650 West End Boulevard, Suite 100 Minneapolis, Minnesota |
| 55416 |
(Address of principal executive offices) |
| (Zip Code) |
(612) 927-3700
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 19, 2021, and in line with the previous disclosure with our Form 10-Q filed on November 23, 2021, Note 14 - Subsequent Events, the Board of Directors of Fision Corporation (the “Company” or “Registrant”) approved William Gerhauser, a director, the Chief Executive Officer of the Company.
Capital Market Solutions LLC (“CMS”) is an affiliate of the Company and its largest shareholder, and is controlled by William Gerhauser. Mr. Gerhauser has been a director of the Company since April 2020 and he has over 25 years of experience in the financial industry in both the United States and Europe. For the past five years, Mr. Gerhauser is the Chief Executive Officer of affiliate CMS, an international consultancy firm that provides accounting, legal, structural and strategic advice to several private and public companies.
In addition, Joshua Carmona, the current Chief Operating Officer of the Company, will be assuming the role and responsibilities of Chief Technology Officer, effective January 1, 2022.
Item 8.01. Other Events.
As of December 21, 2021, Capital Market Solutions, LLC (“CMS”), controlled by William Gerhauser, a director and our CEO, re-distributed 16,000,000 shares of stock owned in the Company by CMS to the following: i) TME Consultants of the U.K., owned by Tom Ehret, a prominent oil & gas senior executive, received 3,000,000 shares from CMS for consultancy services rendered; ii) D2 Advisory Group, owned by Daniel Dorsey CPA, received 5,000,000 shares from CMS for consultancy services rendered; iii) Fighters Choice Management LLC, majority owned and controlled by William Gerhauser, received 5,000,000 shares from CMS as a stock grant; iv) Peter Palmieri, a senior elite district manager at ADP, received 1,500,000 shares from CMS for consultancy services rendered; and v) Trenton Woloveck, chief commercial director of Jushi Holdings, Inc. and formerly of Cardinal Health, received 1,500,000 shares from CMS for consultancy services rendered.
The Company also intends to raise new capital, utilizing the authorized preferred structure to minimize additional dilution to the common shareholders, to provide the necessary funding for the construction and operating costs of the surgery center business and to further improve the balance sheet of the Company. We anticipate the exact terms will be finalized with our engaged investment bankers in early 2022.
The information in this Item 8.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” “targets,” or other similar expressions. Such statements may include, but are not limited to, statements about the adjustments to the Company’s valuation allowance for the deferred tax asset balances, future financial and operating results, any need to restate financial statements and related matters, the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts.
Forward-looking statements are subject to significant known and unknown risks, uncertainties and other important factors, and our actual results, performance or achievements could differ materially from future results, performance or achievements expressed in these forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, intentions and expectations and are not guarantees or indicative of future performance, nor should any conclusions be drawn or assumptions be made as to the potential outcome of any strategic initiatives we pursue. Risks and uncertainties relating to the Restatement due to the error in the valuation allowance for deferred tax assets include: the timing of and definitive findings regarding the Company’s assessment of the error in its valuation allowance, including the expected materiality of the adjustments; whether any additional accounting errors or other issues are identified; reactions from the Company’s creditors, stockholders, or business partners; potential delays in the preparation of restated financial statements; our ability to remediate control deficiencies and material weaknesses, and the timing and expense of such remediation; our ability to successfully negotiate and obtain any necessary waivers, amendments and / or forbearances (including any extensions of the foregoing) to credit and financing arrangements and the impact on our business should we fail to obtain such waivers, amendments and / or forbearances; and the impact and result of any litigation or regulatory inquiries or investigations related to the findings of the Company’s assessment or the Company’s Restatement. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, those factors, risks and uncertainties described above and in more detail under the heading “Risk Factors” in the Company’s annual and quarterly reports filed with the SEC.
The above factors, risks and uncertainties are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond the Company’s control. New factors, risks and uncertainties emerge from time to time, and it is not possible for management to predict all such factors, risks and uncertainties. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore any of these statements included herein may prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as otherwise required under the federal securities laws. If the Company were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that the Company would make additional updates or corrections thereafter except as otherwise required under the federal securities laws.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FISION CORPORATION | ||
| (Registrant) |
| |
| |||
Dated: December 22, 2021 | By: | /s/ William Gerhauser | |
| William Gerhauser Chief Executive Officer | ||
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