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): November 1, 2017

INDOOR HARVEST CORP.

(Exact name of registrant as specified in its charter)

Texas	000-55594	45-5577364
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5300 East Freeway Suite A Houston, Texas	77020
(Address of Principal Executive Offices)	(Zip Code)

832-649-3998

(Registrant's telephone number, including area code)

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))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1, 2017, John Seckman resigned as a Director of Indoor Harvest Corp. (the “Company”) and as a member of the board of directors (the “Board”) of the Company, effective December 4, 2017. Mr. Seckman’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies (including accounting or financial policies) or practices, the Company’s management or the Board. Mr. Seckman’s resignation was due to time constraints based on new business and increasing demands of John Seckman and Associates, of which Mr. Seckman is principal.

ITEM 9.01

Financial Statements and Exhibits. 

(d)

Exhibits.

17.1 Letter of Resignation from John Seckman

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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.

	INDOOR HARVEST CORP.
Date: December 8, 2017	By:	/s/ Rick Gutshall
		Rick Gutshall
		Interim CEO and CFO

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EX-17.1

Indoor Harvest Corp. 8-K

Exhibit 17.1

 

November 1, 2017

Rick Gutshall
Lang Coleman
Annette Knebel
John Zimmerman

Indoor Harvest Corp.

5300 East Freeway, Suite A.
Houston, TX. 77020

RE:

Resignation from Board of Directors
Indoor Harvest Corp.

Board of Directors:

Rick Gutshall, Acting CEO and Director of Indoor Harvest and I have discussed my resignation as Chairman of the Board of Directors. I am resigning from the Board due to time constraints based on new business and increasing demands of John Seckman and Associates but remain fully supportive of the Company and wish everyone the best. This resignation will be effective December 4, 2017. However, I will abstain from any Board activity and decisions effective this date, November 1, 2017.

The terms of the resignation agreed upon are as follows:

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I reaffirm the confidentiality agreement terms executed as a Board member.

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Waive all agreed upon equity compensation in Indoor Harvest.

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The original compensation agreed for my participation on the Board was $60K annually. Indoor Harvest will pay the first two monthly payments totaling $10K for my time invested to date. In return for the payment John Seckman and Associates , LLC will provide 20 hours of consulting and guidance, as needed, to assist in the structure and licensing of the Colorado operation with Zoned Properties.

Respectfully,

 

John Seckman
Managing Partner

John Seckman and Associates, LLC

P.O. Box 3009, Idaho Springs, CO 80452
john.seckman@johnseckmanandassociates.com

Phone: (970) 209-1166

www.iohnseckmanandassociates.com