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): June 8, 2018
Spindle, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
| 000-55151 |
| 20-8241820 |
| (State or other jurisdiction of incorporation) |
| (Commission File No.) |
| (IRS Employer Identification No.) |
1201 S. Alma School Road, Suite 12500
Mesa, AZ 85210
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: 800-560-9198
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))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 8, 2018, Spindle, Inc. (the “Company”) received a letter from Habib Yunus resigning from the Company’s Board of Directors, effective immediately.
On June 13, 2018, the Company’s Board of Directors appointed Christopher Wesser to be a Director.
Mr. Wesser most recently served as Executive Vice President, Secretary, and General Counsel at Professional Diversity Network, Inc. (“IPDN”), a global technology and networking company having offices in China and the U.S., with 15 million members worldwide. IPDN is traded on the Nasdaq Stock Market under ticker symbol IPDN from 2014 to 2017. Prior to his service at IPDN, Mr. Wesser served as General Counsel and Secretary of NAPW, Inc., managing all legal, insurance, logistical and business risk matters from 2009 until NAPW was acquired in 2014 by IPDN.
Prior to joining NAPW, Mr. Wesser was a partner with a private boutique litigation firm, where he served as local and national counsel to large corporations in numerous complex litigations in state and federal courts as well as before governmental agencies nationwide. Mr. Wesser holds a B.A. degree in Finance, summa cum laude, from LeMoyne College and a J.D. degree from William & Mary Law School. The Company issued a press release regarding Mr. Wesser’s appointment as a Director which is filed with this Form 8-K as exhibit 99.2.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
| Exhibit No. |
| Description |
| Letter dated June 8, 2018 from Mr. Habib Yunus to Spindle, Inc. | |
|
| Press Release dated June 14, 2018. |
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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.
Date: June 14, 2018
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| SPINDLE, INC. |
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| By: | /s/ Jack Scott |
|
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| Name: Jack Scott |
|
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| Title: Interim Chief Executive Officer |
3
June 8, 2018
Mr. Jack Scott
Spindle, Inc.
1200 S. Alma School Rd., Ste. 12500
Mesa, AZ 85210
Dear Jack,
Effectively immediately, I hereby resign from the Board of Directors of Spindle, Inc.
Sincerely,
/s/ Habib Yunus
Habib Yunus
Spindle Appoints Christopher Wesser to Board of Directors
MESA, AZ-- (GLOBE NEWSWIRE - June 14, 2018) - Spindle, Inc. (OTCQB: SPDL) ("Spindle" or the "Company"), a provider of payment processing services, today announced that it has appointed Christopher Wesser to its Board of Directors.
Mr. Wesser most recently served as Executive Vice President, Secretary, and General Counsel at Professional Diversity Network (“IPDN”), a global technology and networking company having offices in China and the U.S., with 15 million memebers worldwide, IPDN is traded on the Nasdaq Stock Market under ticker symber IPDN. . Prior to his service at IPDN, Mr. Wesser served as General Counsel and Secretary of NAPW, Inc. managing all legal, insurance, logistical and business risk matters from 2009 until NAPW was acquired in 2014 acquisitionby IPDN.
Prior to joining NAPW, Mr. Wesser was a partner with a private boutique litigation firm, where he served as local and national counsel to large corporations in numerous complex litigations in state and federal courts as well as before governmental agencies nationwide. Mr. Wesser holds a B.A. degree in Finance, summa cum laude, from LeMoyne College and a J.D. degree from William & Mary Law School.
Dr. Jack Scott, Spindle Interim CEO stated, “We’re pleased to welcome Chris to the Spindle team. His deep knowledge and experience in the areas of public company operations, management, reporting, communications, and payment processing, make him ideally suited for the role.
Christopher Wesser added, “I look forward to working with Jack and the other board members. I see an opportunity to roll up my sleeves and work towards creating value for all of the Company’s shareholders.”
About Spindle
Spindle, Inc. provides payment processing services to merchants using its Catalyst Gateway, and also acts as an agent, independent contractor or referral partner to broker merchants that it secures to other merchant processors for ongoing fees based on processing volume. Spindle serves Small to Medium-sized Businesses (SMBs) in these capacities. For more information, please visit www.spindle.com.
Forward-Looking Statements
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as ''anticipate,'' ''if,'' ''believe,'' ''plan,'' ''estimate,'' ''expect,'' ''intend,'' ''may,'' ''could,'' ''should,'' ''will,'' and other similar expressions are forward-looking statements. All forward-looking statements involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements, as described in our reports filed with the Securities and Exchange Commission which are available for review at www.sec.gov, to differ materially from anticipated results, performance, or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.