Attached files
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| EX-99 - Charlie's Holdings, Inc. | ex99-04182017_020419.htm |
| EX-10 - Charlie's Holdings, Inc. | ex10-04182017_020418.htm |
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 13, 2017
TRUE DRINKS HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
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Nevada
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001-32420
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84-1575085
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(State
or other jurisdiction
of
incorporation)
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(Commission File
No.)
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(IRS
Employer
Identification
No.)
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18662 MacArthur
Blvd., Suite 110, Irvine, California 92612
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(Address of
principal executive offices)
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(949)
203-3500
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former name or
address, if changed since last report)
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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 (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))
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Item 1.01
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Entry into a Material Definitive Agreement.
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See
Item 5.02.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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True Drinks Holdings, Inc. (the
“Company”) today announced that current director,
James J. Greco, has been appointed to serve as the Company’s
Chief Executive Officer. Mr. Greco will fill the role formerly held
by Kevin Sherman. Mr. Sherman will continue serving as the
Company’s President and as a member of the Company’s
Board of Directors. A copy of the press release announcing Mr.
Greco’s appointment is attached to this Current Report on
Form 8-K as Exhibit 99.1.
In connection the appointment of Mr. Greco as the
Company’s Chief Executive Officer, the Company and Mr. Greco
entered into an at-will employment agreement, effective April 13,
2017 (the “Effective
Date”) (the
“Greco Employment
Agreement”), pursuant to
which Mr. Greco will receive a salary payment for the period from
the Effective Date until September 30, 2017 of $1, and will be
entitled to annual base salary of $250,000, payable in accordance
with the Company’s existing payroll practices beginning in
October 2017. Under the terms and conditions of the Greco
Employment Agreement, Mr. Greco received on the Effective Date: (i)
a guaranteed bonus in the form of 1,302,084 shares of the
Company’s restricted common stock (the
“Bonus Award”), which Bonus Award will vest in full on
December 31, 2017; (ii) stock options to purchase up to 6,300,315
shares of the Company’s common stock, an amount equal to 2%
of the Company’s issued and outstanding shares of common
stock (including preferred stock on an as-converted basis), which
options will vest annually over a four-year period beginning on the
Effective Date, or in full upon a Change of Control (as defined in
the Greco Employment Agreement) (the “Employee
Options”); and (iii)
stock options to purchase up to 9,450,474 shares of the
Company’s common stock, vesting of which will begin in 2018
and vest annually over three years, conditioned on the
Company’s achievement of certain performance goals (the
“Performance
Options”). Both the
Employee Options and the Performance Options have a five-year term,
and are exercisable for $0.096 per share, an amount equal to the
five-day average closing price of the Company’s common stock
as of the Effective Date.
Mr.
Greco, age 59, has served as a director of the Company since
February 2017 and is the President and Chief Executive Officer of
Pilgrim Holdings, LLC, a position he has held since October 2001.
Mr. Greco previously served as Chief Operating Officer of Newk's
Franchise Company, LLC from July 2014 until October 2016, as well
as President from January 2016 until October 2016. Prior to his
time with Newk’s Franchise Company, Mr. Greco served as the
Chief Executive Officer and President of Sbarro LLC from January
2012 until October 2013, and as the Chief Executive Officer of
Bruegger's Enterprises, Inc. from August 2003 to December 2011. Mr.
Greco currently serves as a director of the Palm Beach County Food
Bank, as well as an operating advisor for Lincoln Road Global
Management. Mr. Greco is a member of the Connecticut and Florida
bars. He earned a B.A. in Economics from Georgetown University and
a J.D. from the University of Miami, School of Law. He has also
completed International Studies at City University, London,
England.
Except as otherwise disclosed herein, there are no related party
transactions between the Company and Mr. Greco that would require
disclosure under Item 404(a) of Regulation S-K, or arrangements or
understandings in connection with Mr. Greco’s service as the
Company’s Chief Executive Officer.
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Item 9.01
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Financial Statements and Exhibits.
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See
Exhibit Index.
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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.
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TRUE DRINKS HOLDINGS, INC.
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Date:
April 18, 2017
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By:
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/s/ Daniel
Kerker
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Daniel
Kerker
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Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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10.1
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Employment Agreement, by and between True Drinks Holdings, Inc. and
James J. Greco, dated April 13, 2017.
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99.1
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Press release, dated April 18, 2017
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