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): April 14, 2017

Registrant’s Telephone Number, Including Area Code: (720) 437-6580

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):

On April 14, 2017, we entered into an employment agreement with each of Joshua R. Disbrow and Jarrett T. Disbrow, each effective April 16, 2017. The agreements are identical, except for the positon that each executive is to occupy, and are identical to the two-year employment agreements entered into effective April 16, 2015. Joshua Disbrow is currently our Chief Executive Officer and Jarrett Disbrow is currently our Chief Operating Officer. Each will occupy the same position during the term of his respective agreement, and Joshua Disbrow will also serve as our Chairman of the Board during the term of his agreement.

Each agreement is for a term of 24 months beginning on April 16, 2017, subject to termination by us with or without Cause (as defined below) or as a result of the officer’s disability, or by the officer with or without Good Reason (as defined below). Each officer is entitled to receive $250,000 in annual salary, plus a discretionary performance bonus with a target of 125% of his base salary, based on the officer’s individual achievements and company performance objectives established by the board or the compensation committee in consultation with the officer. Each officer is also eligible to participate in the benefit plans maintained by us from time to time, subject to the terms and conditions of such plans.

We agreed to issue each officer on or promptly after August 1, 2017 stock options to purchase shares of our common stock in an amount agreed upon by us and the officer, but not less than the highest amount of options issued to any other employee of our company during the term. The exercise price will be the last sale price of our common stock as reported during the period immediately preceding the date of grant, and in accordance with our 2015 Stock Option and Incentive Plan, and will vest as follows: 50% will vest on the date of grant; 25% will vest 365 days after the date of grant; and 25% will vest 730 days after the date of grant. All such options will vest in full upon a Change in Control (as defined below), death, disability, or termination with or without Cause or for Good Reason.

In the event either officer’s employment is terminated without Cause by us or either officer terminates his employment with Good Reason, we will be obligated to pay him any accrued compensation and a lump sum payment equal to two times his base salary in effect at the date of termination, as well as continued participation in our health and welfare plans for up to two years. All vested stock options will remain exercisable from the date of termination until the expiration date of the applicable award. So long as a Change in Control is not in effect, then all options which are unvested at the date of termination without Cause or for Good Reason shall be accelerated as of the date of termination such that the number of option shares equal to 1/24^th the number of option shares multiplied by the number of full months of the officer’s employment will be deemed vested and immediately exercisable by the officer. Any unvested options over and above the foregoing shall be cancelled and of no further force or effect, and will not be exercisable by the officer.

“Good Reason” means, without the officer’s written consent, there is:

 “Cause” means:

The severance benefits described above are contingent on each officer executing a general release of claims.

In the event of a Change in Control, all stock options, restricted stock and other stock-based grants granted or may be granted in the future by us to the officers will immediately vest and become exercisable and all restrictions thereon will lapse.

“Change in Control” means the occurrence of any of the following events:

The employment agreements are filed as Exhibits 10.1 and 10.2 to this Report and are incorporated herein by reference. The foregoing description of the employment agreements is not complete and is qualified in its entirety by reference to Exhibits 10.1 and 10.2.

SIGNATURE

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.