UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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 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)) |
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| None | N/A | N/A |
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).
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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 |
Effective November 1, 2022, Reviv3 Procare Company (the “Company”) its Board of Directors (the “Board”) appointed Meenu Jain as Chief Financial Officer of the Company, succeeding Christopher Go in such position. Effective as of November 1, 2022, Christopher Go will continue to serve as Secretary of the Company.
Ms. Jain, 46, is a Certified Public Accountant (CPA) and a member of the American Institute of Certified Public Accountants (AICPA). She has served at Ankit Consulting Services, Inc., an accounting firm, since 2010, including as a partner since 2015. Prior to joining Ankit Consulting Services, Inc., Ms. Jain served as an audit manager of another accounting firm from 2005 to 2010.
The Company and Ms. Jain entered into an employment agreement, effective as of November 1, 2022 (the “Employment Agreement”), pursuant to which Ms. Jain agreed to serve as the Company’s Chief Financial Officer. Subject to other customary terms and conditions of such agreement, the Employment Agreement provides that Ms. Jain will receive (i) a base salary of $140,000 per year, subject to annual review and adjustment, and (ii) a stock option to purchase 300,000 shares of the Company’s common stock pursuant to the Company’s 2022 Equity Incentive Plan, of which 25% will vest 90 days following the grant date and the remaining 75% will vests in 33 equal monthly installments. The Employment Agreement provides that Ms. Jain’s employment is “at will,” and either party may terminate her employment at any time and for any reason, with or without cause. The Employment Agreement also includes customary confidentiality and assignment of inventions provisions, as well as non-competition and non-solicitation restrictions during the term of her employment with the Company and for one year following termination of her employment with the Company.
The description of the Employment Agreement contained herein does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
To the Company’s knowledge, there are no arrangements or understandings between Ms. Jain and any other person pursuant to which she was selected for her position. In addition, there are no family relationships between Ms. Jain and any directors or executive officers of the Company, and no transactions are required to be reported under Item 404(a) of Regulation S-K between Ms. Jain and the Company.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 10.1* | ||
| 99.1 | Press Release of Reviv3 Procare Company, dated November 1, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Management contract or compensatory plan or arrangement.
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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.
| REVIV3 PROCARE COMPANY | ||
| Date: November 1, 2022 | By: | /s/ Jeff Toghraie |
| Name: | Jeff Toghraie | |
| Title: | Chairman & Chief Executive Officer | |
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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2022, by and between Reviv3 Procare Company, a Delaware corporation (the “Company”), and Meenu Jain, a California resident (the “Executive”).
The Company desires to employ Executive as its Chief Financial Officer, and the parties desire to enter into this Agreement with respect to such employment.
NOW, THEREFORE, in consideration of mutual promises and covenants herein contained, the parties hereto intending to become legally bound agree as follows:
1. Employment. The Company hereby agrees to employ the Executive and the Executive hereby agrees to be employed by the Company upon the terms and conditions hereinafter set forth.
2. Duties and Services.
2.1 Title and Duties. The Executive shall serve as Chief Financial Officer of the Company and shall perform such duties as are customary for the chief financial officer and principal financial officer of a public company registered with the Securities Exchange Commission and quoted on the OTC Markets or listed on a national securities exchange and such other duties as may be assigned to her from time to time by the Board of Directors or the Executive Chairman or Chief Executive Officer of the Company, which services may include serving as an officer or director of a subsidiary or affiliate of the Company.
2.2 Time. The Executive shall devote her full business time and attention to the business of the Company and to the promotion of the Company’s best interest, subject to vacations, holidays and normal illnesses pursuant to the Company’s policies in place from time to time. The Executive shall at all times comply with Company policies in place from time to time, including but not limited to the Company’s Code of Business Conduct and Ethics.
2.3 Travel. The Executive shall undertake such travel as may be necessary and desirable to promote the business and affairs of the Company, consistent with the Executive’s position and duties with the Company.
3. Term of Employment. The Executive’s employment will be “at-will,” meaning that either the Executive or the Company may terminate the Executive’s employment at any time and for any reason, with or without cause.
4. Compensation.
4.1 Base Salary. For all of the services to be rendered by the Executive under this Agreement, the Company shall pay the Executive a base salary equal to $140,000 (the “Base Salary”). The compensation paid hereunder to the Executive shall be paid in accordance with the normal payroll practices of the Company and shall be subject to the customary withholding taxes and other employment taxes as required with respect to compensation paid by a corporation to an employee. The Base Salary will be subject to annual review and adjustment by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) based upon the Executive’s performance.
4.2 Additional Compensation. In addition to the Base Salary set forth in subparagraph 4.1 above, the Company shall pay the Executive additional compensation as set forth below.
4.2.1 Signing Bonus. Within thirty days (30) days after the date of this Agreement, the Executive shall be granted an option to purchase 300,000 shares of common stock of the Company pursuant to the Company’s common stock, with an exercise price equal to the market price at close of the grant date, with 75,000 shares or 25% vesting in 90 days and the remaining 225,000 or 75%, equally divided over a period of 33 months, from the date of grant, and being a nonqualified option under the federal tax laws. The option grant shall be evidenced by and subject to the terms and conditions of an award agreement under the Company’s 2022 Equity Incentive Plan.
5. Vacation. The Executive shall be entitled to vacation of up to twenty-one days (21) days per calendar year, pursuant to the applicable Company policy. All vacations shall be in addition to recognized national holidays. During all vacations, the Executive’s compensation and other benefits as stated herein shall continue to be paid in full. Such vacations shall be taken only at times convenient for the Company, as approved by the Executive Chairman.
6. Company Benefit Programs. In addition to the compensation and to the rights provided for elsewhere in this Agreement, the Executive shall be entitled to participate in each plan of the Company now or hereafter adopted and in effect from time to time for the benefit of executive employees of the Company, to the extent permitted by such plans and by applicable law. Nothing in this Agreement shall limit the Company’s right to amend, modify and/or terminate any benefit plan, policies or programs at any time for any reason.
7. Restrictive Covenants and Need for Protection. Executive acknowledges that, because of her senior executive position with the Company, she has or will develop knowledge of the affairs of the Company and its subsidiaries and their relationships with dealers, distributors and customers such that she could do serious damage to the financial welfare of the Company and/or its subsidiaries should he compete or assist others in competing with the business of the Company and/or its subsidiaries. Consequently, and in consideration of her employment with the Company, and for the benefits she is to receive under this Agreement, and for other good and valuable consideration, the receipt of which she hereby acknowledges, the Executive agrees as follows:
7.1 Confidential Information.
7.1.1 Non-disclosure. Except as the Company may permit or direct in writing, during the term of this Agreement and thereafter, the Executive agrees that she will not disclose to any person or entity any confidential or proprietary information, knowledge or data of the Company or any of its subsidiaries which she may have obtained while in the employ of the Company, relating to any customers, customer lists, methods, distribution, sales, prices, profits, costs, contracts, inventories, suppliers, dealers, distributors, business prospects, business methods, manufacturing ideas, formulas, plans or techniques, research, patents, proprietary technologies, trade secrets, or know-how of the Company or any of its subsidiaries. Nothing contained in this Agreement shall limit the Executive’s ability to respond to a lawful subpoena; to make a report to or cooperate with any government agency, including without limitation the ability to participate in an investigation, provide information, and recover any remuneration awarded for doing so; and to comply with any other legal obligations.
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7.1.2 Return of Records. All records, documents, software, computer disks and any other form of information relating to the business of the Company or any of its subsidiaries, which are or were prepared or created by the Executive, or which may or did come into her possession during the term of her employment with the Company, including any and all copies thereof, shall immediately be returned to or, as the case may be, shall remain in the possession of the Company, as of the termination of the Executive’s employment with the Company.
7.2 Covenant Not to Compete. During the Executive’s employment and for a period of twelve months (1) year thereafter, the Executive agrees that she will not participate in or finance, directly or indirectly, for herself or on behalf of any third party, anywhere in the world, as principal, agent, employee, employer, consultant, investor or partner, or assist in the management of, or own any stock or any other ownership interest in, any business that is materially competitive with the business of the Company and/or any of its subsidiaries, as conducted at any time during the twelve-month period prior to the time in question. Notwithstanding the foregoing, the ownership of not more than two percent (2%) of the outstanding securities of any company listed on any public exchange or regularly traded in the over-the-counter market, provided that the Executive’s involvement with any such company is solely that of a passive security holder and the Executive discloses such ownership in advance to the Company’s Board of Directors, shall not constitute a violation of this paragraph.
7.3 Covenant Not to Solicit. The Executive agrees that she will not, during the Executive’s employment and for a period of twelve months (1) year thereafter:
(a) directly or indirectly, request or advise any of the customers, distributors or dealers of the Company or any of its subsidiaries to terminate or curtail their business with the Company or any of its subsidiaries, or to patronize another business which is materially competitive with the Company or any of its subsidiaries; or
(b) directly or indirectly, on behalf of herself or any other person or entity, request, advise or solicit any employee, consultant or independent contractor of the Company or any of its subsidiaries to leave such employment or position for any reason.
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7.4 Judicial Modification. In the event that any court of law or equity shall consider or hold any aspect of this Section 7 to be unreasonable or otherwise unenforceable, the parties hereto agree that the aspect of this Section so found may be reduced or modified by appropriate order of the court and shall thereafter continue, as so modified, in full force and effect.
7.5 Injunctive Relief. The parties hereto acknowledge that the remedies at law for breach of this Section 7 will be inadequate, and that the Company shall be entitled to injunctive relief for violation thereof; provided, however, that nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages from the Executive.
8. Inventions and Discoveries. The Executive hereby sells, transfers and assigns to the Company or to any person or entity designated by the Company, all of Executive’s right, title and interest in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material made or conceived by the Executive, solely or jointly, during the term hereof which relate to the products and services provided by the Company or any of its subsidiaries or which otherwise relate or pertain to the business, functions or operations of the Company or any of its subsidiaries. The Executive agrees to communicate promptly and to disclose to the Company in such form as the Executive may be required to do so, all information, details and data pertaining to such inventions, ideas, disclosures and improvements and to execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be required of the Executive to permit the Company or any person or entity designated by the Company to file and prosecute the patent applications, and, as to copyrightable material, to obtain copyrights thereof.
9. Tax Withholding. All payments made and benefits provided by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.
10. Survival of Obligations. All obligations of the Company and the Executive that by their nature involve performance, in any particular, after the termination of the Executive’s employment or the term of this Agreement, or that cannot be ascertained to have been fully performed until after the termination of Executive’s employment or the term of this Agreement, will survive the expiration or termination of the term of this Agreement.
11. Officer Resignation. Upon termination of her employment with the Company for any reason, the Executive shall resign, as of the date of such termination, from any corporate office or director position held with the Company or any of its parent companies, subsidiaries or affiliates.
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12. Miscellaneous. The following miscellaneous sections shall apply to this Agreement:
12.1 Modifications and Waivers. No provision of this Agreement may be modified, waived or discharged unless that modification, waiver or discharge is agreed to in writing by the Executive and the Company. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by that other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time, or at any prior or subsequent time.
12.2 Construction of Agreement. This Agreement supercedes any oral or written agreements between the Executive and the Company and any oral representations by the Company to the Executive with respect to the subject matter of this Agreement.
12.3 Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Delaware.
12.4 Severability. If any one or more of the provisions of this Agreement, including but not limited to Section 7 hereof, or any word, phrase, clause, sentence or other portion of a provision is deemed illegal or unenforceable for any reason, that provision or portion will be modified or deleted in such a manner as to make this Agreement as modified legal and enforceable to the fullest extent permitted under applicable laws. The validity and enforceability of the remaining provisions or portions will remain in full force and effect.
12.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which will take effect as an original and all of which will evidence one and the same agreement.
12.6 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, beneficiaries, personal representatives, successors and assigns.
12.7 Notices. Any notice, request or other communication required to be given pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered in person, on the next business day after being delivered to a nationally-recognized overnight courier service (for such next-day delivery) or five (5) days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested and addressed to the other party at the respective addressees set forth below or to the other addresses of either party may have furnished to the other in writing in accordance with this Section 12.7, except that notice of change of address will be effective only upon receipt.
| If to Company: | Reviv3 Procare Company |
9480 Telstar Avenue, Unit 5,
El Monte, CA 91731
ATTN: Chief Executive Officer
| If to Executive: | At the address for the Executive most recently on file with the Company. |
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12.8 Entire Agreement. This Agreement contains the entire agreement of the parties. All prior arrangements or understandings, whether written or oral, are merged herein. This Agreement may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.
| REVIV3 PROCARE COMPANY | EXECUTIVE | |||
| By: | /s/ Jeff Toghraie | By: | /s/ Meenu Jain | |
| Name: | Jeff Toghraie | Name: | Meenu Jain | |
| Title: | Chief Executive Officer | Date: | 11/01/2022 | |
| Date: | 11/01/2022 | |||
Exhibit 99.1
Reviv3 Procare Strengthens Executive Leadership Team with Appointment of New Chief Financial Officer
LOS ANGELES, Nov. 01, 2022 (GLOBE NEWSWIRE) -- Reviv3 Procare Company (OTCQB: RVIV), is pleased to announce the appointment of Ms. Meenu Jain to the position of Chief Financial Officer (CFO), effective today.
Jeff Toghraie, Chairman and CEO of Reviv3 Procare, commented, “Meenu’s extensive financial and operational expertise will be integral to achieving our strategic objectives. She brings a wealth of public company knowledge and has a deep understanding across the spectrum of corporate finance and accounting disciplines. We are delighted to welcome her to the team as we explore a number of new opportunities made possible by our asset acquisition of AXIL.”
Ms. Jain has over 25 years of experience in financial and risk management, strategic planning and transforming Finance teams in complex, multinational companies. Ms. Jain previously served as partner of audits to various publicly traded companies and advised a number of public and private companies on finance, accounting, financial treasury, internal control and other corporate finance functions.
Ms. Jain commented, “I am excited to join Reviv3 during this pivotal and exciting time in its history and look forward to working with the Reviv3 team to execute the company’s objectives and growth strategies.”
About Reviv3 Procare Company
Reviv3 Procare Company (OTCQB: RVIV) is an emerging global e-commerce consumer products company. The Company is a direct-to-consumer marketer of premium hair and skincare products under its in-house Reviv3 Procare brand and hearing enhancement and protection products, including ear plugs, ear muffs and ear buds, under the brand AXIL - selling products in the United States, Canada, the European Union and throughout Asia. To learn more, please visit the Company's website at www.reviv3.com and, for the AXIL brand, visit www.goaxil.com.
Forward-Looking Statements
This press release contains a number of forward-looking statements within the meaning of the federal securities laws. The use of words such as "anticipates," "expects," "intends," "plans," “will,” “may,” “should,” “could,” “would,” “guidance,” “outlook,” "confident that" and "believes," among others, generally identify forward-looking statements. These forward-looking statements are based on currently available information, and management's beliefs, projections, and current expectations, and are subject to a number of significant risks and uncertainties, many of which are beyond management’s control and may cause Reviv3’s results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things: (i) Reviv3's ability to achieve its strategic and growth objectives and grow net sales as anticipated and perform in accordance with guidance; (ii) Reviv3’s ability to generate sufficient revenue to support Reviv3’s operations and to raise additional funds or obtain other forms of financing as needed on acceptable terms, or at all; (iii) potential difficulties or delays Reviv3 may experience in implementing its cost savings and efficiency initiatives, including integrating the AXIL brand; (iv) Reviv3's ability to compete effectively with other hair and skincare companies and hearing enhancement and protection companies; (v) the concentration of Reviv3's customers, potentially increasing the negative impact to Reviv3 by changing purchasing or selling patterns; (vi) changes in laws or regulations in the United States and/or in other major markets, such as China, in which Reviv3 operates, including, without limitation, with respect to taxes, tariffs, trade policies or product safety, which may increase Reviv3's product costs and other costs of doing business, and reduce Reviv3's earnings; and (vi) the impact of unstable market and general economic conditions on Reviv3’s business, financial condition and stock price, including inflationary cost pressures, decreased discretionary consumer spending, supply chain disruptions and constraints, labor shortages, ongoing economic disruption, including the effects of the Ukraine-Russia conflict and ongoing impact of COVID-19, and other downturns in the business cycle or the economy. There can be no assurance as to any of these matters, and potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. Other important factors that may cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s filings with the U.S. Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Except as required by law, Reviv3 does not assume any obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
Media Relations:
Reviv3 PR Team
Tel: 888-638-8883
Email: pr@reviv3.com
www.reviv3.com
Cover |
Nov. 01, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 01, 2022 |
| Entity File Number | 000-56351 |
| Entity Registrant Name | REVIV3 PROCARE COMPANY |
| Entity Central Index Key | 0001718500 |
| Entity Tax Identification Number | 47-4125218 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 9480 Telstar Avenue |
| Entity Address, Address Line Two | Suite 5 |
| Entity Address, City or Town | El Monte |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 91731 |
| City Area Code | (888) |
| Local Phone Number | 638-8883 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | true |
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