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: April 18, 2019
PURE HARVEST CANNABIS GROUP, INC.
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(Name of registrant as specified in its charter)
Colorado 333-212055 71-0952431
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State of Commission File IRS Employer
Incorporation Number Identification No.
1624 N. Washington Street
Denver, CO 80203
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Address of principal executive offices
(800) 560-5148
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Telephone number, including Area code
Former name or former address if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of 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-14(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 (230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
Emerging Growth Company [X]
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 13a of the
Exchange Act. [ ]
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Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 18, 2019 the Company's directors approved employment agreements
with David Lamadrid the Company's President and Chief Executive Officer and
Sterling Scott, the Executive Chairman of the Company's board of directors. The
employment agreements, which expire on December 31, 2019, provide that the
Company will pay Mr. Lamadrid and Mr. Scott each an annual salary of $175,000
and require Mr. Lamadrid and Mr. Scott to devote substantially all of their time
to the Company.
If Mr. Lamadrid or Mr. Scott (either of whom is referred to as the
"Executive") dies prior to the termination of the employment agreement, the
Company will continue the Executive's compensation and coverage of Executive's
direct dependents under all Company health and benefit plans for a period of 120
days, provided that no compensation or benefits will continue past the
termination of the employment agreement.
If Executive becomes unable to perform his employment duties on a full-time
basis during the term of the employment agreement, (or, if the Executive becomes
"totally disabled" as that term is defined in any Company disability policy) the
Company will continue Executive's compensation and coverage of Executive's
direct dependents under all Company health and benefit plans during the term of
the disability up to a maximum of 90 days after Executive first becomes disabled
or up to the date of the termination of the employment agreement, whichever
occurs first. This provision will only apply once during the term of the
employment agreement.
In the event that Executive becomes unable to perform his employment duties
for a cumulative period of three months during the term of the employment
agreement, at the option of the Company, the employment agreement will
terminate.
Upon a Change of Control, (provided Executive elects to terminate his
employment within twenty days following a Change of Control), termination of the
employment agreement for any reason other than for death, disability,
Justifiable Cause, or upon Executive's termination for Good Reason, Executive
shall be entitled to receive, in lieu of salary and other benefits under the
employment agreement, an amount equal to his then current base salary, payable
monthly in arrears without interest for a period of one year, and (ii) continued
coverage under all Company health or benefit plans until the sooner of 1.5 years
or one month after Executive becomes otherwise employed and eligible for other
comparable coverage.
In the event Executive is terminated for any reason other than for
"justifiable cause", death, disability or voluntary termination (unless the
Company and Executive mutually agree to such voluntary termination), or if
Executive terminates for Good Reason, then any and all unexercised options
and/or restricted stock granted to the Executive will be fully vested and
exercisable immediately, and any options granted will continue to be exercisable
for their full term.
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For purposes of the employment agreement,
o "Change of Control" means (i) acquisition of a controlling interest in
the Company by means of merger or other form of corporate
reorganization, (ii) the sale or other disposition of all or
substantially all of the assets of Company, (iii) any tender offer,
exchange offer, stock purchase or other transaction or series of
related transactions in which the power to cast the majority of the
eligible votes at a meeting of Company's stockholders at which
directors are elected is transferred to one or more third parties
which did not have such power immediately prior to the transaction, or
(iv) certain capital reorganizations or reclassifications of the
Company's common stock.
o Justifiable Cause means any of the following events: (a) adjudication
by a court of competent jurisdiction that Executive has committed an
act of fraud or dishonesty resulting or intended to result, directly
or indirectly, in personal enrichment at the expense of the Company;
(b) the conviction of a felony (other than a motor vehicle related
matter or as a result of pursuing the Company's cannabis business in
the ordinary course) involving moral turpitude; (c) repeated failure
or refusal by Executive to follow written policies and directions
reasonably established by the Board of Directors that are not
corrected for a period of thirty consecutive days after written notice
has been provided to Executive; or (d) persistent willful failure by
Executive to fulfill his duties that are not corrected for a period of
thirty consecutive days after written notice has been provided
Executive.
o "Good Reason" means the material breach of the employment agreement by
the Company (including the Company requiring the Executive to relocate
more than 30 miles from his current residence or assigning Executive
duties inconsistent with his position , which is not cured after
30-days' notice from Executive.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
April 18, 2019
PURE HARVEST CANNABIS GROUP, INC.
By: /s/ David Lamadrid
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David Lamadrid
Chief Executive Officer