Exhibit 99.1
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): September 23, 2019
AGRITEK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-1321002 | 20-848256 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
777 Brickell Avenue Suite 500
Miami, Florida 33131
(Address of principal executive offices)
(305) 721-2727
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing 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 (§ 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 ☐
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.
On September 11, 2019, Agritek Holdings Inc. (the “Company”) issued a press release announcing the departure of Suneil Singh Mundie as President and Chief Executive Officer and a director of the Company and the appointment of Scott Benson as Chief Executive Officer and sole Board Director of the Company. A copy of the press release is filed as Exhibit 99.1 and the resignation of Mr. Mundie filed as Exhibit 10.1 hereto are incorporated herein by reference.
(b) Effective September 19, 2019, Mr. Mundie resigned from his position as President and Chief Executive Officer and as the sole member of the board of directors of each of Agritek Holdings, Inc., and of certain subsidiaries of the Company.
The Company has agreed, for purposes of Mr. Mundie’s existing Employment Agreement and position as the Company’s sole Director to treat Mr. Mundie’s resignation in the same manner as if he were terminated without “Cause.”
(c) Effective September 19, 2019, the board of directors (the “Board”) appointed Mr. Scott Benson, as Chief Executive Officer of the Company. Mr. Benson, has extensive experience providing advisory services to the Cannabis industry and has forged relationships with many of the industry's key figures during his time in the sector.
Chief Executive Officer Agreement
In connection with Mr. Benson’s appointment as Chief Executive Officer of the Company and Director, the Company shall enter into a Chief Executive Officer Employment Agreement (the “ CEO Agreement”) with Mr. Benson , dated September 19, 2019, pursuant to which Mr. Benson will serve as Chief Executive Officer and sole Board Director. Mr. Benson’s employment is terminable by him or the Company at any time (for any reason or for no reason).
Pursuant to the CEO Agreement, Mr. will receive an annual base salary of $120,000. In the event that Mr. Benson’s employment is terminated within six months of commencing employment with the Company and such termination is not due to Mr. Benson’s voluntary resignation (other than at the request of the Board or the majority shareholders of the Company), Mr. Benson will be entitled to continued payment of his base salary for the remainder of such six-month period.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits. The exhibit listed in the following Exhibit Index is filed as part of this current report.
| Exhibit No. | Description | |
| 10.1 | Press Release, dated September 11th, 2019 | |
| 99.1 | Registration Letter Suneil Singh Mundie dated September 19, 2019 |
SIGNATURES
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 thereunto duly authorized.
| AGRITEK HOLDINGS, INC. | |
| Date: September 23, 2019 | /s/ Scott Benson |
| Name: Scott Benson | |
| Title: Chief Executive Officer |
Exhibit 10.1
Agritek Holdings, Inc. Announces Leadership Transition with Scott Benson as Company's New CEO
GlobeNewswire•September 11, 2019
Experienced Cannabis CEO to Focus on Growth, Profitability, and Communication
LOS ANGELES, CA, Sept. 11, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE – Agritek Holdings, Inc. (AGTK) www.AgritekHoldings.com, a fully integrated, active real estate investor for the cannabis sector and consultant for multiple cannabis brands, today announced the appointment of Scott Benson as Chief Executive Officer of Agritek Holdings, Inc. Mr. Benson will be replacing Suneil Singh Mundie effective as of September 19th. Mr. Mundie has acted as interim CEO for the purpose of identifying a long-term CEO candidate to lead the Company through its next growth phase.
“The plan has always been to identify a CEO with strong operational experience to replace me as soon as it made sense for the Company. With the filing of our upcoming quarterly report, our application and uplisting to the OTCQB, the registration of our $5,000,000 equity line and several potential subsequent acquisitions, it is an ideal time to make this change. Scott is a fantastic and experienced operator who has built his California based and licensed cannabis company to a multi-million dollar business, and exactly the person we need to transition this company to its next phase within the public cannabis sector," stated Mr. Mundie.
Mr. Benson is a lifelong entrepreneur and operator, having built a number of successful businesses. Most recently, he is the founder and CEO of Apex Extractions based in Oakland, California, a leading provider of edibles, cultivation products, and devices for the cannabis industry.
“There is a tremendous opportunity right now with Agritek Holdings in that we are currently one of the most unique, U.S. based, publicly listed cannabis companies, with both real estate assets and proprietary product lines. My goal over the next 90 days is to help AGTK focus its resources on the areas of the business that can drive growth and stability, while communicating a refined, focused strategy throughout the company, as well as externally to the capital markets. Collectively, I believe we can create one of the broadest reaches in the cannabis industry when considering the breadth of products and services the Company will soon offer. The opportunity is now to help the public markets understand the vision for how these businesses work synergistically together. I am extremely enthusiastic about my new role and look forward to sharing meaningful updates with our shareholders and the investment community,” stated Scott Benson on behalf of Agritek Holdings.
About Agritek Holdings, Inc.
Agritek Holdings, Inc. (www.AgritekHoldings.com), is a fully integrated, active investor and operator in the legal cannabis sector. Specifically, Agritek Holdings provides strategic capital and functional expertise to accelerate the commercialization of its diversified portfolio of cannabis related holdings. Currently, the Company is focused on three high-value segments of the cannabis market, including real estate investment, intellectual property/brands, and infrastructure, with operations in three U.S. States, Canada and Puerto Rico. Agritek Holdings, Inc. presently owns or manages property in Colorado, Puerto Rico and Canada. The company owns several Hemp and cannabis brands for distribution including "Hemp Pops", "Chillo" as Hemp oil wellness products, and "California Premiums". Agritek Holdings, Inc. does not directly grow, harvest, or distribute or sell cannabis or any substances that violate or contravene United States law or the Controlled Substances Act, nor does it intend to do so in the future.
FORWARD-LOOKING DISCLAIMER:
This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Agritek Holdings, Inc. to be materially different from the statements made herein.
Exhibit 99.1