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 12, 2015 (August 6, 2015)
SURNA INC.
(Exact name of registrant as specified in its charter)
Nevada | 000-54286 | 27-3911608 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
1780 55th St., Suite C Boulder, CO |
80301 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 993-5271
No change
(Former name or former address, if changed since last report)
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))
Item 1.01 | Entry into a Material Definitive Agreement. |
On August 6, 2015, Surna, Inc. (the “Company”) settled its debt to its former CEO, Tom Bollich, for an immediate payment of $100. The debt reflected certain advances from Bollich to the Company, which were non-interest bearing, unsecured, and had no maturity date. On the Company’s balance sheet, the debt totaled $194,958 on June 30, 2015, comprising $192,034 in principal and imputed interest of $2,924.
On August 10, 2015, Bollich transferred 21,408,023 shares of the Company’s common stock to the Company. This transfer was not the result of any agreements between the Company and Bollich. On August 11, 2015, the Company authorized cancelation of the shares.
The description of the Company’s agreement to settle and satisfy its debt is not complete and is qualified by the full text of the agreement, which is attached as Exhibit 1.01 and incorporated by reference herein.
Item 1.02 | Termination of a Material Definitive Agreement. |
The information contained in item 1.01 above is incorporated herein by reference.
Item 7.01 | Regulation FD. |
On August 12, 2015, the Company issued a press release related to the agreement to settle its debt to Bollich and the return and cancelation of the shares. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
1.01 | Agreement for Settlement and Satisfaction of Debts. | |
99.1 | Press release dated August 12, 2015. |
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 hereunto duly authorized.
SURNA INC. | ||
Dated: August 12, 2015 | By: | /s/ Tae Darnell |
Name: | Tae Darnell | |
Title: | Principal Executive Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
1.01 | Agreement for Settlement and Satisfaction of Debts. | |
99.1 | Press release dated August 12, 2015. |
August 5, 2015
Mr. Tom Bollich
Via Email
Re: Settlement and Satisfaction of debts
Dear Tom:
During the course of your association with Hydro Innovations, LLC and Surna, Inc. (collectively the “Company”) you advanced certain amounts to the Company and certain personal expenses were offset against these advances. The net principal balance of these advances is $192,034 and the debt is unsecured, bears no interest, and has no determined due date.
Per our recent conversations via telephone, the Company hereby offers you an immediate payment of $100.00 in full satisfaction of this debt and in return for your agreement not to sell more than 1% of the Company’s total outstanding shares (as reflected in the Company’s most recent, relevant public filing with the SEC) during any fiscal quarter.
The Company intends this as an offer and intends the parties to be so mutually bound upon your acceptance, which you may indicate by signing below and returning this letter to me or simply by providing to the Company wire instructions for the $100.00 payment.
Sincerely,
/s/ Tae Darnell | |
Tae Darnell | |
Principle Executive Officer |
I, Tom Bollich, hereby accept payment of $100.00 in complete satisfaction of the Company’s total obligations and indebtedness to me and further agree not to sell more than 1% of the Company’s total issued and outstanding shares in any fiscal quarter.
/s/ Tom Bollich | , | 08/06/2015 | |
Tom Bollich | Date |
303.993.5271 │ info@surna.com │ surna.com
1780 55th Street Suite A, Boulder, CO 80301
Surna, Inc. Announces Retirement of Shares, Settlement of Debt
BOULDER, CO – August 12, 2015 – Surna, Inc. (OTCQB: SRNA), a technology company that engineers state-of-the art equipment for controlled environment agriculture (“CEA”) with expertise in cannabis cultivation, announced today the retirement of 21,428,023 shares of its common stock previously held by Tom Bollich, Surna’s former Chief Executive Officer, and the elimination of its outstanding debt to him.
In an agreement on August 6, 2015, Bollich agreed to discharge Surna’s debt of $192,034 and he agreed to continue to abide by trading restrictions imposed on Company insiders despite no longer serving as a director or manager of the Company. The retirement of his common shares was not pursuant to any agreement with the Company.
“I returned these shares and settled this debt because I continue to believe in this company; its future is bright,” stated Bollich. “Although I am no longer its CEO, I still support Surna and expect it to succeed brilliantly, so I have kept some of my original shares. I have the Company’s best interest in mind, and the retirement of a majority of my equity shows my continued support. Furthermore, I worked closely with long-term investors to dispense a minority of my shares in a private sale that I believe will bolster Surna’s shareholder base.”
The retired shares represent about 17% of Surna’s issued and outstanding shares as of June 30, 2015.
“We appreciate Tom’s demonstration of his confidence in the company. We are thankful for his previous service to Surna and look forward to continuing our growth and success in expanding our operational capabilities,” said Tae Darnell, Surna’s President and interim Principal Executive Officer.
About Surna:
Surna, Inc. (www.surna.com) develops innovative technologies and products that monitor, control and or address the energy and resource intensive nature of indoor cannabis cultivation. Currently, the Company’s revenue stream is based on its main product offerings – supplying industrial technology and products to commercial indoor cannabis grow facilities.
Headquartered in Boulder, CO, Surna’s diverse engineering team is tasked with creating novel energy and resource efficient solutions, including the Company’s signature water-cooled climate control platform. The Company’s engineers continuously seek to create technology that solve the highly specific demands of the cannabis industry for temperature, humidity, light and process control.
Surna’s goal is to provide intelligent solutions to improve the quality, the control and the overall yield and efficiency of CEA. Though its clients do, the Company neither produces nor sells cannabis.
Safe Harbor Statement
This news release contains statements that involve expectations, plans or intentions (such as those relating to future business or financial results, new features or services, or management strategies) and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. These statements are forward-looking and are subject to risks and uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as “may,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. Our actual results, such as the Company’s ability to finance, complete and consolidate acquisition of IP, assets and operating companies, could differ materially from those anticipated in these forward-looking statements as a result of certain factors not within the control of the company such as a result of various factors, including future economic, competitive, regulatory, and market conditions. The company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Statement About Cannabis Markets
The use, possession, cultivation, and distribution of cannabis is prohibited by federal law. This includes medical and recreational marijuana. Although certain states have legalized medical and recreational cannabis, companies and individuals involved in the sector are still at risk of being prosecuted by federal authorities. Further, the landscape in the cannabis industry changes rapidly. What was the law last week is not the law today and what is the law today may not be the law next week. This means that at any time the city, county, or state where cannabis is permitted can change the current laws and/or the federal government can supersede those laws and take prosecutorial action. Given the uncertain legal nature of the cannabis industry, it is imperative that investors understand that the cannabis industry is a high-risk investment. A change in the current laws or enforcement policy can negatively affect the status and operation of our business, require additional fees, stricter operational guidelines and unanticipated shutdowns.
At the Company
David Traylor
Chief Business Officer
(303) 993-5271
david.traylor@surna.com
Investor Relations
David Kugelman
Atlanta Capital Partners, LLC
(404) 856-9157
(866) 692-6847 Toll Free - U.S. And Canada