Attached files
| file | filename |
|---|---|
| EX-10.74 - EXECUTIVE EMPLOYMENT AGREEMENT - cbdMD, Inc. | levb_ex1074.htm |
| EX-10.73 - EXECUTIVE EMPLOYMENT AGREEMENT - cbdMD, Inc. | levb_ex1073.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)
September 6,
2018
|
LEVEL BRANDS, INC.
|
|
(Exact name of registrant as specified in its charter)
|
|
North Carolina
|
001-38299
|
47-3414576
|
|
(State or other jurisdiction of incorporation or
organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
4521 Sharon Road, Suite 450, Charlotte, NC 28211
(Address of principal executive offices)(Zip Code)
Registrant's
telephone number, including area code: (704) 445-5800
|
not applicable
|
|
(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 (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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in 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 checkmark 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. ☐
Item
5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
September 6, 2018 Level Brands, Inc. entered into an Employment
Agreement with Martin A. Sumichrast, our Chief Executive Officer,
and an Employment Agreement with Mr. Mark S. Elliott, our Chief
Financial Officer and Chief Operating Officer. The agreements
replace the prior employment agreements with each of Martin A.
Sumichrast and Mr. Mark S. Elliott (each an
“Executive”) which had expired per their terms. Under
the terms of the new agreements, we agreed to pay Mr. Sumichrast a
base salary of $270,000 and Mr. Elliott an initial base salary of
$180,000. Each Executive will be eligible for a performance bonus,
payable in a combination of cash and awards of common stock, which
such performance bonus shall be based upon his relative achievement
of annual performance goals established by our board of directors
upon recommendation of the compensation committee, with input from
senior executive management. Any performance bonus stock award
shall be granted to the Executive pursuant to the terms and
conditions of our 2015 equity compensation plan or such other
compensation plan as may be adopted by our company and our
shareholders. In addition, the compensation committee of the board
of directors shall review each Executive's performance on an annual
basis, and in connection with such annual review, such Executive
may be entitled to receive an annual discretionary bonus in such
amount as may be determined by the board of directors, upon
recommendation of the compensation committee, in its sole
discretion.
Each
Executive is also entitled to
participate in all benefit programs we offer our employees,
reimbursement for business expenses and such amount of paid
vacation as is consistent with his position and length of service
to us. The initial term of each agreement is for three years, and
it may be extended for additional one year terms by written notice
by us at least 60 days before the expiration of the then current
term.
We
may terminate each agreement for “cause” (as defined in
the agreement), upon the Executive’s death or disability, or
without cause, and the Executive may terminate the agreement
without cause. If we terminate the agreement for cause, or if it
terminates upon his death, or if the Executive voluntarily
terminates the agreement, neither the Executive nor his estate (as
the case may be) is entitled to any severance or other benefits
following the date of termination. If the agreement is terminated
upon his disability, we are obligated to pay him his base salary
for three months. If we terminate the agreement without cause or by
a “constructive termination” of the agreement, we are
obligated to pay him his base salary and provide the benefits he
would have otherwise been entitled to for the balance of the then
current term of the agreement. Constructive termination is defined
under the agreement as the occurrence of one or more of the
following events without the express written consent of the
Executive: (1) a material breach of the agreement by our company;
(2) failure by a successor company to assume the obligations under
the agreement; and/or (3) a material change in the
Executive’s duties and responsibilities as described under
the agreement.
In the event of a change of control of our company
(as defined in the agreement), if the Executive’s employment
is terminated by us without cause within two years of the date of
the change of control, or in the 90 days prior to the change of
control at the request of the acquiror, we are obligated to pay the
Executive a lump sum payment equal to the greater of (1) 1.5 times
his base salary or (2) all of his base salary remaining to
be paid during the initial term, plus
all unvested stock options and restricted stock grants will
immediately vest and remain exercisable for twelve months from the
date of termination.
Each
agreement contains customary non-compete, confidentiality and
indemnification provisions; provided, however, that in the event we
terminate the agreement without cause or if it terminates upon a
change of control, the Executive is no longer subject to the
non-compete provisions of the agreement. The foregoing description
of the terms and conditions of each employment agreement is
qualified in its entirety by reference to the agreement, a copy of
which is filed as Exhibit 10.73 and Exhibit 10.74 to this
report.
2
Item
9.01.
Financial Statement and Exhibits.
(d)
Exhibits:
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
Executive
Employment Agreement dated September 6, 2018 by and between Level
Brands, Inc. and Martin A. Sumichrast
|
|
|
|
|
|
|
|
Executive
Employment Agreement dated September 6, 2018 by and between Level
Brands, Inc. and Mark S. Elliott.
|
3
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.
|
|
LEVEL BRANDS,
INC.
|
|
|
|
|
|
|
|
| Date: September 7, 2018 |
By:
|
/s/
Mark
Elliott
|
|
|
|
|
Mark Elliott |
|
|
|
|
Chief Financial Officer and Chief Operating Officer |
|
4
Exhibit
Index
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
Executive
Employment Agreement dated September 6, 2018 by and between Level
Brands, Inc. and Martin A. Sumichrast
|
|
|
|
|
|
|
|
Executive
Employment Agreement dated September 6, 2018 by and between Level
Brands, Inc. and Mark S. Elliott.
|
5