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): August 2, 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 |
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| Mesa, AZ |
| 85210 |
| (Address of Principal Executive Offices) |
| (Zip Code |
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 August 2, 2018, Spindle, Inc.’s (the “Company”) Board of Directors appointed Christopher Wesser to be President and Joseph Horowitz to be a member of the Board of Directors. Mr. Wesser currently is a member of the Company’s Board of Directors.
Mr. Wesser most recently served, from 2014 to 2017, 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. 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.
Beginning in 2016, Mr. Horowitz has served as a Vice President of Business Development for ExcelAire. Since 2016, Mr. Horowitz has been a consultant to Eiger Marketing where he manages PGA Tour partnerships. Mr. Horowitz was previously a Brand Ambassador for Tempus Jets from 2012-2016 and Webair Internet Development from 2011-2014. A professional golfer, Mr. Horowitz has played on numerous tours, including the PGA Tour Canada and has won professional tournaments worldwide. Mr. Horowitz has been routinely featured on the Golf Channel as a network recording artist and has been a published artist since 2010.
The Company issued a press release regarding Mr. Wesser’s appointment as President and Mr. Horowitz’s appointment as a member of the Company’s Board of Directors which is filed with this Form 8-K as exhibit 99.1.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits.
The following exhibits are filed herewith:
| Exhibit No. |
| Description |
| Press Release dated August 6, 2018. |
2
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: August 7, 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
Spindle Names Seasoned Veteran Executive Christopher Wesser President
Joseph Horowitz Added to Board of Directors
MESA, AZ-- (Accesswire – August 6, 2018) - Spindle, Inc. (OTCQB: SPDL) ("Spindle" or the "Company"), a provider of payment processing services, today announced that it has named Christopher Wesser President. Wesser ascends to the role of President after joining the Company’s board of directors in July.
“I’m pleased to accept the role of President having spent the last couple months carefully dissecting and analyzing Spindle’s past and potential future”, Wesser stated. “This new role puts me in a position to help dictate and drive a focused effort targeted at generating near term revenue growth. My appointment comes on the heels of the Spindle team meeting in Arizona last week where we mapped out what I believe is an achievable strategic plan for the Company’s future.”
Wesser continued, “Importantly, this plan directly aligns my own personal and professional goals to those of our shareholders. Commensurate with this plan, we have added my long-term associate Joseph Horowitz to our Board of Directors. I look forward to working with him leveraging his rainmaking capabilities, including vast and valuable relationships which have the potential to yield material benefits to Spindle and its shareholders. When added to the board in July, I stated I looked forward to rolling up my sleeves and working on behalf of our shareholders and that’s exactly what I intend to do in my new role as President.”
Mr. Wesser most recently served as Executive Vice President, Secretary, and General Counsel at NASDAQ-listed Professional Diversity Network (“IPDN”). Prior to that, he served as General Counsel and Secretary of NAPW, Inc. managing all legal, insurance, logistical and business risk matters until its 2014 acquisition by Professional Diversity Network.
Prior to joining NAPW, Mr. Wesser was with a private boutique litigation firm, where he served as 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 J.D. degree from William & Mary Law School.
Joseph Horowitz currently serves as VP Business Development for ExcelAire. He is currently a consultant to Eiger Marketing where he helps manage PGA Tour partnerships. He was also previously a Brand Ambassador for both Tempus Jets and Webair Internet Development. A professional golfer, Joe played on numerous tours, including PGA Tour Canada and has won professional tournaments worldwide. He’s also routinely been featured on the Golf Channel as a network recording artist.
Dr. Jack Scott, Spindle Interim CEO stated, “We’re pleased to appoint Chris as the new President of Spindle along with Joe to our board. Chris will have day-to-day responsibility over sales, marketing and operations. His deep knowledge and experience in the areas of public company operations, management, reporting, communications, and payment processing, make him the ideal executive to help steward Spindle going forward, while Joe’s rolodex has the potential of yielding a myriad of business opportunities. Together these appointments mark the initial steps of a carefully considered plan focused on the goal of returning Spindle to a growth stage while restoring value for our 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.