FORM 8-K
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): October 8, 2015
Diego
Pellicer Worldwide, Inc.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
333-189731 |
|
33-1223037 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
6800
Owensmouth Avenue, Suite 350, Los Angeles, CA 92303
Registrant’s
telephone number, including area code: (818) 703-8300
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 DFR 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 Arrangement
of Certain Officers.
On
October 8, 2015, the Board of Directors (the “Board”) of Diego Pellicer Worldwide, Inc. (the “Company”)
appointed Ron Throgmartin, the Company’s Chief Executive Officer to the Board.
Ron
Throgmartin, 51, joined Diego Pellicer Worldwide Inc. in August 2013. Mr. Throgmartin currently serves as COO and CEO. In
May 2010 Mr. Throgmartin began serving as an independent consultant for a medical marijuana company in Colorado where he managed
State licensing, compliance, retail operations and production. From 2003-2008 Mr. Throgmartin was involved with the largest privately
owned cattle producers in the United States with operations that encompassed 11 states. In 1989, Mr. Throgmartin started his own
commercial development company, where over a span of 20 years he developed over 3 million square feet of commercial projects,
working with some of the top rated retailers in the country, including Lowes, Home Depot, HH Gregg, Staples, McDonalds, Steak-n-Shake.
From 1981-1989 Mr. Throgmartin worked for his family business HH Gregg, where he served in many roles including Operations and
new and store development. Today HH Gregg (HHG) is a publicly owned and operated appliance and electronics retailer covering 16
states, and over $2.4 billion in annual sales. Mr. Throgmartin is a graduate of Ball State University with a Bachelor of Science
degree. We believe that Mr. Throgmartin should serve as a member of the board of directors due to the perspective and experience
he brings as our COO and his experience in the medical marijuana industry.
Employment
Agreements
On
September 17, 2014, the Company entered into a five year employment agreement with Mr. Throgmartin. Beginning in 2014, Mr. Throgmartin
began earning an annual salary of two hundred fifty thousand dollars ($250,000) per annum. Following the completion of an offering
of the Company’s Series A Preferred stock, the Executive’s Base Salary shall automatically be increased to Two Hundred
Eighty Thousand ($280,000) per annum. For each year thereafter, the Company’s Board (or compensation committee of the Company’s
Board, or, at the discretion of the Company’s Board, by a committee composed of two or more members of the Company’s
Board (for purposes of this Agreement, the “Committee”) shall review the Executive’s Base Salary and may provide
for such increases therein as it may, in its discretion, deem appropriate. The employment agreement also allows for a performance
bonus, to be determined by the Company’s Board at the discretion of the Company’s Board, and participation of any
equity compensation plan of the Company.
If
Mr. Throgmartin’s employment is terminated prior to the expiration of the term of his employment agreement, certain significant
payments become due. The amount of such payments depends on the nature of the termination. In addition, the employment agreement
contains a change of control provision that provides for the payment of three times the then current base salary and five times
the average bonus paid to Mr. Throgmartin for the three full calendar years immediately prior to the change of control. The employment
agreement also contains both a confidentiality and noninterference provision which are effective from the date of employment through
one year from the date the employment agreement is terminated.
This
employment agreement is incorporated by reference to Exhibit 10.1 filed as part of the Current Report on Form 8-K filed on March
19, 2015.
Family
Relationships
No
family relationship has ever existed between any director, executive officer of the Company or any person contemplated to become
such.
Related
Party Transactions
Mr.
Throgmartin has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
ITEM
7.01 Regulation FD Disclosure
On
October 23, 2015, the Company mailed a letter to shareholders regarding recent developments and the state of the Company’s
business and progress towards certain financial goals.
A
copy of the Letter to Shareholders that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this
report. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information
in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the
Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.
Forward
Looking Statements.
This
report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
are not historical facts, but rather statements based on the Company’s current expectations regarding its business strategies
and its intended results and future performance. Forward-looking statements are preceded by terms such as “expects,”
“believes,” “anticipates,” “intends” and similar expressions, as well as any statements related
to future expectations of performance or conditional verbs, such as “will,” “would,” “should,”
“could” or “may.”
Forward-looking
statements are not guarantees of future performance. Numerous risks and uncertainties could cause or contribute to the Company’s
actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking
statements. Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking
statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as amended, which
has been filed with the Securities and Exchange Commission (the “SEC”) on the SEC’s website (www.sec.gov).
Because
of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them,
whether included in this report or made elsewhere from time to time by the Company or on the Company’s behalf. The Company
assumes no obligation to update any forward-looking statements.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Letter to Shareholders,
dated October 23, 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 thereunto duly authorized.
| |
Diego
Pellicer Worldwide, Inc. |
| |
|
|
| Date:
October 23, 2015 |
By: |
/s/
Ron Throgmartin |
| |
|
Ron Throgmartin |
| |
|
Chief Executive
Officer |
