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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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On January 17, 2020, Dror Svorai resigned as
President and Chief Executive Officer, and a director of the Registrant. Mr. Svorai will no longer be connected to the Company
and does not, and will not, hold any employment or consulting position with the Company subsequent to his departure, nor hold any
equity interest or debt obligations of the Registrant. Mr. Svorai’s resignation was not the result of any disagreement with
the policies, practices or procedures of the Company but was the result of the Change of Control of the Registrant. A copy
of Mr. Svorai’s resignation is attached as Exhibit 17.1. Prior to his resignation, Mr. Svorai the following new officers
and directors of the Registrant:
Sacha Alessandro Ceruti
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President and CEO, Director
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Daniel Rodgers
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Treasurer, Director
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Esther Bittelman
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Secretary, Director
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The following states the individual business
experience of each of the aforementioned new officers and directors:
Sacha Alessandro Ceruti, age 43, Director,
President and CEO, is a 10-year cannabis industry professional who has over 25 years of business experience. He is an industry
acknowledged expert in both commercial hemp and cannabis genetics and cultivation and is held in high regard for his work ethic,
industry knowledge, and his ability to efficiently scale up production through genetic selection, work process implementation,
and a personal hands-on approach to business.
He operates Creative Canna Consulting and Phyto
Consulting as each company’s CEO, and recently headed a consulting team for Stanley Brothers and Charlotte’s Web. He
also works in direct partnership with the Stanley Brothers’ cannabis company that is pursuing a license application for cultivation
in Spain. He has written and obtained licenses for growing hemp and cannabis in several countries and US states. In addition, he
frequently partners with such companies as CW Hemp - Charlotte’s Web, Bhang Chocolate, The Hemp Exchange and Dutch Passion
Cannabis Breeding. Independently, Mr. Ceruti operates privately-held cultivation properties in the south of Spain and distribution
operations in the state of Florida.
For the Registrant, Mr. Ceruti is in charge
of developing its Hemp Carbon Credit Project in Brazil.
Daniel Rogers, age 46, is a Director and Treasurer
of the Registrant. He has over 10 years executive experience with regulated cannabis companies in 7 states, with broad experience
in management and operations of complicated structures and processes in regulated industries. He has over 20-years finance and
accounting experience, and has been a previous FDIC licensed bank auditor. He is past Chairman of the State of Colorado Marijuana
Industry Group’s Banking / Finance Subcommittee, and was named one of 20
most influential people in cannabis by
the International Business Times – April, 2015. He holds a Seattle Central College Medical Marijuana Consultant
Certificate, and serves as a member of the board of directors of various cannabis companies.
Esther Bittelman, age 89, is a Director of
a privately-held group of Brazilian companies owned by Juesvi Production Company, a British West Indies corporation, originally
controlled by her father, Salvador Behar. Esther Bittelman assumed control of these companies after the death of Jack Bittelman,
her husband. In addition, Esther has been President of various, other privately-held US companies.
Devin Avery, age 57, PhD, is President of Skywater
International, Inc. and was the past founding President of the South Florida Economic Foundation, and Vice President of Island
Sky. Prior to that he was Strategic Development Manager for the Broward County, Florida, Office of Economic Development.
Syed Rizvi, age 42, Ph.D., M.S., M.B.A.
From 2018-Present, he is Assistant Professor, School of Pharmacy, Hampton University, Hampton, Virginia. He is also currently Associate
Research Scholar, Division of Clinical & Translational Research, Larkin Community Hospital, South Miami, FL. Previously, he
was Clinical Research Director, UHI CommunityCare Clinic, Opa-locka, FL and at JAS Medical Management, Miramar, FL. From 2014-2018,
Mr. Rizvi was Adjunct Professor, Physical Sciences & Wellness, Broward College (A. Hugh Adams Central Campus), Davie, FL, and
from 2011-2018, Assistant Professor, Department of Pharmaceutical Sciences, College of Pharmacy, Nova Southeastern University (NSU),
Ft. Lauderdale, FL.
David Lilly, age 82, is a retired attorney
who incorporated the original predecessor of Agra Nutraceuticals Corporation and has been a Director of it since its formation.
Director Independence
Our board of directors is currently composed
of six members, of which three members are independent directors in accordance with the published listing requirements of the NASDAQ
Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has
not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged
in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to
each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the
NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information
provided by the directors and us with regard to each director’s business and personal activities and relationships as they
may relate to us and our management.
Involvement in Legal Proceedings
To our knowledge, there have been no material
legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to
an evaluation of the ability or integrity of any of our directors or executive officers.
Potential Conflicts of Interest
We are not aware of any current or potential
conflicts of interest among and between any of our officers and directors, either with their other business interests or with their
individual involvement with the Company.
EXECUTIVE COMPENSATION
At the time of this filing on Form 8-K, following
the change of control, the new officers and directors of the Registrant have not determined their compensation.