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EX-99.1 - EXHIBIT 99.1 - KushCo Holdings, Inc.tv484575_ex99-1.htm

 

 

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): January 31, 2018

 

 

KUSH BOTTLES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 000-55418 46-5268202
(State or other jurisdiction
of incorporation) 
(Commission File Number)  (IRS Employer Identification No.) 

 

1800 Newport Circle, Santa Ana, CA 92705
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code:   (714) 243-4311

 

 

(Former name or former address, if changed since last report)

 

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))

 

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 x

 

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. x

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 31, 2018, the Board of Directors (the “Board”) of Kush Bottles, Inc. (the “Company”) increased the size of the Board from four directors to five directors. The Board appointed Donald H. Hunter as a director of the Board to fill the vacancy created by the increase in the size of the Board, effective as of February 1, 2018 (the “Effective Date”).

 

For his service, Mr. Hunter will receive compensation commensurate with that received by the Company’s other non-employee directors, including an annual retainer of $12,000 paid in four equal quarterly installments. Additionally, the Board approved a one-time grant of an option to purchase 120,000 shares of the Company’s common stock to Mr. Hunter as of the Effective Date, with the exercise price being equal to the fair market value per share of the Company’s common stock as of the Effective Date. One-half of the shares underlying the options will vest on the one-year anniversary of the Effective Date, and the remainder of the underlying shares will vest in twelve equal monthly installments.

 

There are no understandings or arrangements between Mr. Hunter and any other person pursuant to which he was selected as a director. Mr. Hunter does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or officer. There are no transactions in which Mr. Hunter has an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K.

 

Item 8.01. Other Events.

 

On February 1, 2018, the Company issued a press release announcing the appointment of Mr. Hunter to the Board. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the United States Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Title
99.1   Press Release issued by Kush Bottles, Inc. on February 1, 2018.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    KUSH BOTTLES, INC.
    (Registrant)
     
February 1, 2018   /s/   Nicholas Kovacevich
(Date)   Nicholas Kovacevich
Chairman and Chief Executive Officer

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit

Number

 

Description of Exhibit

99.1 Press Release issued by Kush Bottles, Inc. on February 1, 2018.