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 19, 2015 (August 18, 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 No.) |
(IRS Employer Identification No.) |
|
1780 55th St., Suite C Boulder, Colorado |
80301 | |
| (Address of principal executive offices) | (Zip Code) |
| (303) 993-5271 |
| Registrant’s telephone number, including area code |
Not applicable.
(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 the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | 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 18, 2015, the Board of Directors (the “Board”) of Surna, Inc. (the “Company”) amended Article II § 2 of the Company’s bylaws such that the number of directorships may be set by the Board or by an action of the shareholders, and specifying that if not set, the number of directors shall be one (1). Previously, Article II § 2 specified that the number of directors must be not less than one (1) nor more than thirteen (13), but did not specify how that number should be determined. Subsequent to this amendment, the Board of Directors adopted resolutions increasing the number of directorships from two (2) to five (5) and appointing Brandy Keen, Stephen Keen, and Morgan Paxhia to fill the vacant directorships until such time as their successors shall have been elected and qualified.
Ms. Keen has served as the Company’s vice president of sales since July 2014. Ms. Keen co-founded Hydro Innovations, LLC in 2007 and served as its director of operations until its acquisition by the Company in July 2014. Mr. Keen has served as the Company’s vice president of research and development since July 2014. Mr. Keen co-founded Hydro Innovations in 2007, and served as its chief executive officer until its acquisition by the Company in July 2014. Mr. Paxhia has served as managing director of Poseidon Asset Management since January 2014. From October 2013 to July 2015, he was the principal and managing director of Paxhia Investment Management. From June 2009 to November 2013, Mr. Paxhia was an investment counselor with a privately owned registered investment adviser. Previously, Mr. Paxhia worked on the municipal bond desk at UBS in New York City before moving into wealth management as a financial advisor associate with UBS.
None of the directors have yet been appointed to any committees of the Board, nor are any a party to any agreement regarding their service as directors, although the Company anticipates that the Board shall consider compensation of directors at some point.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As disclosed above, the Company’s Board amended Article II § 2 of the Company’s bylaws such that the number of directorships may be set by the Board or by an action of the shareholders, and specifying that if not set, the number of directors shall be one (1). Previously, Article II § 2 specified that the number of directors must be between one (1) and thirteen (13) inclusive, but did not specify how that number should be determined. Subsequent to this amendment, the Board adopted resolutions increasing the number of directorships from two (2) to five (5) and appointing Brandy Keen, Stephen Keen, and Morgan Paxhia to fill the vacant directorships until such time as their successors shall have been elected and qualified.
| Item 7.01. | Regulation FD. |
On August 19, 2015, the Company issued a press release announcing the additions to the board of directors. 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 | Resolution amending Article II § 2 of the Company’s bylaws. | |
| 99.1 | Press release dated August 19, 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. | ||
| Date: August 19, 2015 | By: | /s/ Tae Darnell |
| Tae Darnell, President | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 1.01 | Resolution amending Article II § 2 of the Company’s bylaws. | |
| 99.1 | Press release dated August 19, 2015. |
ACTION BY UNANIMOUS WRITTEN CONSENT
IN LIEU OF A
MEETING OF THE BOARD OF DIRECTORS
OF
SURNA, INC.
(A NEVADA CORPORATION)
The undersigned, being all of the members of the Board of Directors of Surna, Inc., a Nevada corporation (the “Company”), hereby take, pursuant to the authority granted by § 78.315 of the General Corporation laws of Nevada, the following actions and adopt the following resolutions by this Action by Unanimous Written Consent in Lieu of a Meeting:
Amendment to the Bylaws
BE IT HEREBY RESOLVED that Article II § 02 of the Company’s Bylaws are amended by inserting the underlined portion as follows:
The number of Directors of the Corporation shall be not less than one nor more than thirteen, as determined from time to time by action of the Shareholders or by a resolution of the entire Board of Directors (excluding any un-filled vacancies), or if the number is not fixed, the number shall be one. Each Director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation.
| Dated: August 18, 2015 | /s/ Tae Darnell |
| Tae Darnell, President | |
| Dated: August 18, 2015 | /s/ Douglas McKinnon |
| Douglas McKinnon, Treasurer |
Surna, Inc. Announces Board of Directors Appointments
BOULDER, CO – August 19, 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 that three new members have been added to Surna’s board of directors including Stephen and Brandy Keen, co-founders of Hydro Innovations, LLC, and Morgan Paxhia, Founding Partner and Managing Director for Poseidon Asset Management.
Stephen and Brandy Keen co-founded Hydro Innovations in 2007, and it quickly became a leading provider of cooling technology for controlled environment agriculture. In 2014, Surna acquired Hydro Innovations from the Keens, enabling Surna to develop its flagship climate control technology around intellectual property obtained as part of the acquisition.
Stephen now serves as Surna’s Vice President of Research and Development, leading an engineering department which sets the industry standard for environmental technologies.
Brandy is Surna’s Vice President of Sales, and the dramatic increase in revenues recently reported are a direct result of her leadership and team-building in the sales department.
Morgan Paxhia is a Managing Director of Poseidon Asset Management, one of the leading investment advisory firms in the cannabis sector. Poseidon invests in various facets of the cannabis industry around the world.
The three new board members will join Tae Darnell and Doug McKinnon, who will continue to serve as President and Treasurer, respectively.
“These additions are a further demonstration of Surna’s commitment to serving its shareholders,” said Tae Darnell, currently serving as Surna’s interim Principal Executive Officer. “We have been very pleased with our growth over the last year, and we are extremely grateful to our dedicated supporters. We believe that Morgan, Stephen, and Brandy are going to be great assets to the board as we continue to optimize our team, increase revenues and expand operations.”
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 cannabis. 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 shut-downs.
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