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): December 24, 2015 (December 21, 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 |
No change
(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 December 21, 2015, Tae Darnell submitted to the board of directors (the “Board”) of Surna, Inc. (the “Company”) his resignation as a director of the Company effective immediately. Mr. Darnell served on the Board’s compensation committee. He did not resign because of a disagreement with the Company.
Subsequent to Mr. Darnell’s resignation from the Board, the Board appointed the Company’s Chief Operating Officer, Trent Doucet, to fill the vacancy on the Board in accordance with Article II § 02 of the Company’s bylaws, as amended. Mr. Doucet did not immediately replace Mr. Darnell on the Board’s compensation committee and has not been assigned to any committee of the Board at this time nor is it currently known to which committees Mr. Doucet may be assigned, if any. Mr. Doucet earns an annual salary of $120,000 per year in his role as Chief Operating Officer, and it is not anticipated that his compensation will change as a result of his appointment to the Board.
Item 7.01. Regulation FD
On December 24, 2015, the Company issued a press release regarding the changes to its 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 | |
| 99.1 | Press release dated December 24, 2015 (furnished herewith). |
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: December 24, 2015 | By: | /s/ Stephen Keen |
| Stephen Keen, Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release dated December 24, 2015 (furnished herewith). |
Surna, Inc. Announces Board of Directors Appointments
BOULDER, CO – Dec. 23, 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 appointment of Trent Doucet to Surna’s Board of Directors.
Doucet, who was named Surna’s Chief Operating Officer in November of this year, brings vast experience, which spans from technology disciplines such as hosted software, cloud computing and managed IT services, to industries including aviation and manufacturing environmentally-friendly consumer products.
The Board of Directors appointed Doucet to the vacant seat after Tae Darnell’s resignation. Darnell had been serving in the role of business development for the Company.
“Thank you to Tae for his service in helping us bring Surna to where we are today, we wish Tae the best of luck in all future endeavors,” said CEO and President Stephen Keen. “We are pleased to welcome Trent to the Board of Directors. Trent has provided great leadership to the Surna team in his role as COO thus far. We believe having his professional experience on the Board will continue to allow the Company to lead the industry in cultivation product innovation as we navigate the path toward profitability.”
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
Katie O’Block
VP of Marketing
Katie@surna.com
303-993-5271 ext. 101