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Go Big Or Go Home!
The story remains, what will tomorrow hold. All speculation - but CBD infused NONI, why not? A sales force of 160,000 selling any and all NBEV drinks, why not?
We’ve been saying for some time (May 2016 @ $0.95), that New Age Beverages (NBEV) is a growth by acquisition story, not a potential merger candidate story. Next year assuming the merger is completed, they wake up four times larger, meaner and leaner!
Their future list of acquisition targets is now categorized as “nobody is out of reach,” within reason of course!
We were expecting a series of smallish $25 million acquisitions, but $240 million in one swoop? This is nothing short of startling!
Sales 2014: $2,700,000
Sales 2015: $2,400,000
Sales 2016: $25,300,000
Sales 2017: $52,100,000
Sales 2019: $300,000,000? What the!
Go Big or Go Home!. New Age Beverages Builds Portfolio With $85 Million Acquisition of Tahitian Noni Juice.
http://beveragestartupnews.com/go-big-or-go-home-new-age-beverages-builds-portfolio-with-85-million-acquisition-of-tahitian-noni-juice/
Compare to Core.
In my mind this is a growth by acquisition story not the other way around.
Anyway extend your DD to study The court nutrition acquisition by Dr. Pepper.
Things like how profitable were they? How did the funder Grove? Did they do their own bottling? Did they handle their own distribution?
Wow.
The term "fallen between the cracks" comes to mind. Studying now.
Percentage drop appears like a typical toxic unwinding, but there's no volume so doubt that was the cause.
Some of Our Favorite Beverage Names, Including CBD Beverages.
We’ve done swimmingly well with some older names which announced a line extension to include CBD infused offerings. So we are putting together a beverage sub-sector list together that includes names we figure to have the best chance of success. At this early juncture, we have no idea what type of reception CBD beverages will have or even how they will be priced – so this is somewhat of a roll of the dice!
To take advantage of the recent market weakness, we are adding The Alkaline Water Company (WTER) $3.20, Eastside Distilling (EAST) $6.20 and Life on Earth (LFER) $0.26 to our Focus List (names we are ‘extra’ partial to).
We have previously added Celcius Holdings (CELH) to the Focus List @ $4.18 and New Age Beverages (NBEV) to the Focus List @ $3.50.
Read more here.
http://beveragestartupnews.com/some-of-our-favorite-beverage-names-including-cbd-beverages/
Alkaline Water Category Sales Powering Higher.
Let’s looks at our proprietary DrinkTell data. We’ve have been tracking alkaline water since it burst on the scene in 2014. Since then, the category has exploded from a mere 6.4 million gallons in 2014 to 49.2 million gallons in 2017 at a CAGR of nearly +100%.
In retail value, the segment grew from $48 million in 2014 to $428 million in 2017 at a CAGR of nearly +110%. Our projections are robust for the medium-term: we expect the category to grow +60% in 2018 to 80 million gallons and to $688 million in retail sales this year.
What’s really interesting to us is that the success of alkaline water hasn’t been driven by one single brand or company.
Alkaline Water: Projected $688 Million in Retail Sales.
http://beveragestartupnews.com/alkaline-water-projected-688-million-in-retail-sales-linkedin/
Looking cheap.
Cheaper that is, here @ $6.20
Good Bet.
If and when the underlying market turns.
Building an article Archive
http://blockchaininvestorwire.com/?s=brphd
Willis Video.
Worth watching again, from the BevNet Winter conference.
While most beverage startups fail, there are dozens of success stories and NBEV just needs to acquire (or start) just one. This company is a hunter, out for big game - and you never know what they may come across in the next year or two.
http://beveragestartupnews.com/how-we-acquire-small-brands-new-age-beverages-nbev-ceo-brent-willis/
Walmart and Publix Photos.
Interesting.
Ninety percent of Americans live within 10 miles of a Walmart store, and the company serves more than 140 million customers a week, it said in a statement.
https://www.bevindustry.com/articles/91595-mass-merchandisers-decrease-footprint-expand-online-presence
We've been in seven Walmart and five Publix. Publix charges $4.09 and Walmart charges $3.38 a bottle.
Walmart has a much better placement strategy putting it next to other premium-priced waters. We buy our Alkaline Water at Walmart.
So we took the camera down to Publix and Walmart to see the product on the shelves from one of our favorite growth stocks, the Alkaline Water Co (WTER).
We liked the Water so much, we signed them as a client. We buy four bottles per week to drink and to make ice cubes!
See photos here:
http://beveragestartupnews.com/the-alkaline-water-co-wter-at-publix-and-walmart-photos/
Updated Report On Life On Earth.
We are creating a series of reports and interviews on LFER to make the story more cohesive.
New Update:
http://beveragestartupnews.com/life-on-earth-lfer-putting-up-the-numbers-revenues-up-51/
Make it a Top 5 List MazelTov.
#5 WTER.. :)
Longer Term..
Revenues (rounded, fiscal ends 3/31)
2015 $3,700,000
2016 $7,800,000
2017 $12,763,000
2018 $19,812,000
(That's $44 million worth of water in the last 4 years.)
Cash Flow
2015 -$3,152,000
2016 -$3,109,000
2017 -$2,554,000
2018 -$2,625,000
Offset by Financing Activities
2015 $3,592,000
2016 $4,556,000
2017 $2,219,000
2018 $3,328,000
https://www.otcmarkets.com/stock/WTER/financials
By comparison, Core Nutritional which was acquired by Dr. Pepper (KDP) spent/lost roughly $70 million (funded by financing activities) to generate sales near $200 million. It's not an uncommon game for privately held fast growing beverage companies. But it's not something investors in publicly traded companies are aware of, as most of the financials are kept private.
The retail investor sees a headline that Casmigos was acquired for $700 million and assume it was a small yet profitable Tequila maker that got lucky. When in reality there were no profits (and cash flow negative) for miles and privately funded to keep growing.
Core Nutrition Raises $39 Million Privately.
http://beveragestartupnews.com/core-nutrition-raises-39-million-privately-bevnet/
Shark Tank
Just stumbled across the Shark tank video from Victoria's Kitchen Facebook site. Pretty cool.
https://www.facebook.com/drinkvictoriaskitchen/videos/928247343928814/
We're Back!
We have been watching NBEV for a considerable amount of time, monitoring acquisition progress and current portfolio performance.
We're time stamping the date and price of our interest today for potential future bragging rights. The future has never looked brighter.
In our opinion, New Age (NBEV) is an incubator of high-potential up and coming brands.
So the story here isn't just the current portfolio and/or potential of the CBD infused future portfolio. The full story is they are now in the best position they have ever been to find and market additional brand acquisitions.
If we had a small up and coming brand and we wanted to sell in exchange for an equity position, we would choose a small cap company over Coke (KO) or Dr Pepper (KDP).
Past client, we originally initiated coverage in February of 2015.
Initiating Coverage On American Brewing (ABRW) $0.36.
https://seekingalpha.com/instablog/295897-roland-rick-perry/3764756-initiating-coverage-on-american-brewing-abrw-0_36
In May of 2016, we amazingly predicted it could run if Wall Street began to look at it as an acquirer vs an acquiree and they would attract an investment banker to fund their acquisitions. Done and Done!
American Brewing (ABRW) Announces Merger $0.95 May 2016.
https://seekingalpha.com/instablog/295897-roland-rick-perry/4885238-american-brewing-abrw-announces-merger
A new report is coming in addition to a report on a current client, the Alkaline Water Company (OTCQB:WTER). We're also compiling a list of additional CBD plays including a list of names that "may" (using our crystal shiny ball) announce interest in CBD. So instead of chasing where the puck is going, we'll be anticipating where it's going.
Posted on SA
https://seekingalpha.com/instablog/295897-roland-rick-perry/5235338-adding-new-age-beverages-3_50-nbev-focus-list
Treit
First calm reasonable post, for someone looking from the sidelines (like us). When an ATM is announced, it's not a bad idea to wait for the inevitable and then pounce.
IR Budgets.
Spencer, the National Investor Relations Institute reports average IR budgets range from $500,000 to $2.4 million (small caps to large caps). Many tools are used, including third-party research reports, IR websites, conference calls, investor conferences, staff, investor meetings, etc. These all cost money.
Publicly traded companies must communicate with their shareholders and potential investors as the higher the market valuation, the less the dilution when undertaking financings to fund growth. Which is the whole point of being publicly traded. This is a non-optional obligation when you are a publicly traded company, period.
Due to changes in investment banking and the reduction of small-cap broker/dealers in the past 20 years (investment banking fees paid for research back then), there are NO broker/dealers who provide research for companies with market valuations under $500 million, so any company seeking coverage - has to pay for it. Just like they pay for accountants, SEC lawyers, et al.
Who the publicly traded company hires to provide the research is another question. And the only answer to that question "how does the report read?" Wild price targets, outlandish financial projections? Or does it read more conservative?
https://www.niri.org/niri/media/protected-documents_excludeglobalsubs/analytics%20reports/ir-budget-and-staffing-analytics-2016.pdf
Looking at this again.
Trading smells like something is afoot. We originally added this to Patent Stock Review (long since buried) in 2014 and then wildly speculated the share price would benefit from our imagined press release that they would announce 'something' related to the blockchain in January when Bitcoin was near $20,000. So we added it to the Block Chain Stock Review.
Yup, that guess didn't go so well. Stock is essentially unchanged with the exception that MRMD was only selling for $0.25 a share at the time.
And now in round three (maybe three is the charm) we're adding it to the Marijuana Stock Review watch list. We have to be right sooner or later!
Core Acquisition vs Alkaline Water.
Looking at the core numbers (NOL's) it appears CORE spent quite a bit of money to get RETAIL sales of $200 million which roughly translates to $70 million at wholesale.
KDP said the $525 million it was spending to acquire CORE nutrition came along with $90 million in anticipated tax benefits.
We carried an article at Beverage Start-Up News that originated from BevNet that Core had raised $39 million.
http://beveragestartupnews.com/core-nutrition-raises-39-million-privately-bevnet/
This is all important news related to understanding how many rapidly growing small beverage start-ups are financed - that's often overlooked as most start-ups are privately held so their financials are private.
Hi-tech and Biotech industry investors are more accustomed to this reality (Instagram was acquired for $1 billion and it didn't even have sales, forget profits). Of course, this grow at all costs strategy doesn't always work - but when it does, it does rather dramatically.
KDP didn't acquire Core because it was profitable or anywhere even close to profitable. They acquired them because they saw consumer acceptance - which they know they can expand. So it looks like they overpaid, but we won't truly know for a couple years.
Do we detect movement?
Or a misprint. No news other than participation at a Conference.
https://www.otcmarkets.com/filing/html?id=12976862&guid=8pLZUa40axjNEth
Who made the nicer iHub page?
Spencer, Stockman?
I have other clients that could use some spiffing up.
Wow, you're good.
Gluco CBD?
Just kidding.
The real story..
CBD may drive short-term shareholder value, but the real story could actually be sparkling (owned by National Beverage: FIZZ) or flavored water.
Who would buy Lemon Alkaline water? Our guess is the same people who buy the plain water.
There is simply no telling what consumers will prefer and the flavored division could conceivably outperform the 'original' 88.
Alkaline CBD Water? The Alkaline Water Company (WTER) $2.60.
The Alkaline Water Company Inc. launches A88 Infused Beverage Division, Inc.
http://marijuanastockreview.com/alkaline-cbd-water-the-alkaline-water-company-wter-2-60/
SEWC now WDLF.
I see it's OTCBB now and some impressive additions to the team. Are you still following? I haven't got to their filings yet.
Updated Progress Report.
Client, we updated our progress report on Crop at the Marijuana Stock Review.
http://marijuanastockreview.com/up-40-crop-corp-crxpf-remains-our-favorite-idea-as-first-harvest-is-just-weeks-away/
See disclaimer on report, of course!
DSD Division.
Presentation (page 18) says 24% margins on $37 million sales. It also says 24 SKU's.
Does anyone have a comparison table on how distributors are valued on a price to sales basis?
https://newagebev.com/wp-content/uploads/2018/09/NBEV-Investor-Presentation_Liolios-9-5-18-.pdf
Initiating Coverage.
What that means is we wrote a report and will be reporting on their progress ongoing!
https://seekingalpha.com/instablog/295897-roland-rick-perry/5210630-strategic-environmental-and-energy-senr-0_20
Hempire’s Harvest Looks Phenomenal.
CROP Infrastructure Director & CEO Michael Yorke states: “Crop’s tenant, Hempire’s harvest looks phenomenal and we look forward to receiving the first brand licencing and lease payments from Hempire in September. The Emerald Heights dispensary application is exciting as vertically integrating tenants will provide for the largest returns both from a brand licencing perspective and return on investment from CROP’s real estate portfolio.”
http://marijuanastockreview.com/hempires-harvest-looks-phenomenal-crop-corp-crxpf-0-19/
Bills that passed.
Nice Diskman, where'd you find that?
Arcus Capital Holdings.
Checked the fintel link you posted.
https://fintel.io/i/arcus-capital-partners-llc
Interesting they show owning 5 million shares, their second largest holding ($23.9 million) under Coke ($28 million). Total AUM only $200 million so that would be a huge stake, unless it's a mistake.
http://arcuscp.com/our-people
Added to Focus List today.
http://beveragestartupnews.com/?s=celh
Beverage Stock Review, Beverage Start-Up News. Focus simply means more active coverage.
Chez $12 Million in Career Earnings!
I had to look, I've never heard of him either. I've been in many a golf club bar, but never on a course lol.
https://sports.yahoo.com/golf/pga/players/Chez+Reavie/5000/
Articles By Brian Sudano.
From LinkedIn, just to give you a flavor of his expertise in all aspects of the industry. 18-year managing partner. Yup, one smart cookie!
https://www.linkedin.com/in/brian-sudano-0309255/detail/recent-activity/posts/
BMC on Facebook
https://www.facebook.com/bevmarketing/
His client base includes all the major global beverage companies, Private Equity, Financial Institutions along with associated businesses. Mr. Sudano is regularly quoted in leading global business publications, speaks at many industry events and is a contributing editor at Beverage World magazine.
Before joining BMC, Mr. Sudano was a senior executive with Constellation Brands where he created a group chartered to implement best practice business processes across the entire organization. Prior to Constellation Brands, Sudano was with Joseph E. Seagram & Sons where he held various senior positions, including leading International Business Development and Strategic planning processes, as well as CFO for a unit at the company. He held various positions dealing with spirits, beer, wine, carbonated soft drinks and fruit juices during his tenure.
http://www.beverageforum.com/index.php/32
Sudano is highly respected.
He and BMC know everything about the beverage industry. They provide custom research, management consulting, M&A advisory, and business valuation services.
We use their research services and reports extensively. They are not 'a'leading industry expert, they are 'the' leading industry expert.
“Mr. Sudano is one of the most respected names in the beverage world. We are truly honored that he agreed to be nominated to serve on our Board of Directors. His insight will be invaluable to the future growth and direction of the Company. His acumen and industry expertise gained as the Managing Partner of Beverage Marketing Corporation, the leading beverage research, consulting, and financial service firm serving the beverage industry, will allow us to further grow with his extraordinary guidance. All of the other Board members and management are enthusiastic about the opportunity to work with Brian,” stated Richard A. Wright, President and CEO of The Alkaline Water Company Inc.
“Alkaline88 is a tremendous growth story. The Company has averaged a 75% three-year compounded growth rate and recently reported over $19.8 million in sales for FY 2018. The beverage industry, and specifically the bottled water space, is one of the most competitive markets in the U.S. For a company to achieve what Alkaline88® has done in only 5 short years is to say the least, exceptional. I look forward to working with Alkaline88® and growing the brand to the next level,” stated Mr. Sudano.
Marijuana Stock Review
The site has a search box where you can type in a symbol and see an archive of mentions.
http://marijuanastockreview.com/?s=wshe
No Dummy.
Wow, you're good!
How do you fund the time/expense needed to do all this great research? I took a peek because I thought that Macau Capital was an interesting name.
Mote Marine and Red Tide.
BOCA GRANDE (WWSB) - As the entire Southwest coast of Florida continues to battle with red tide, MOTE Marine Laboratory is testing something new that they believe may be the solution to getting rid of it.
They put it to the test this week in a Boca Grande canal after testing it out for months in their lab right here in Sarasota. It's a machine that uses an ozone treatment system to kill red tide cells that are in high concentration.
http://www.mysuncoast.com/community/mote-marine-may-have-found-a-solution-to-killing-red/article_81d65578-a0db-11e8-bd68-4736c824eb94.html
Good conference call.
4 years no posts.
Wish they hadn't gone dark.
No telling what's going on now. Still filing 8k's though.
--------------------
Item 1.01. Entry into a Material Definitive Agreement.
General
On July 26, 2018, Long Blockchain Corp. (the “ Company ”) formed a new subsidiary, Stran Loyalty Group Inc. (“ SLG ”), focused on providing loyalty, incentive, reward and gift card programs to a wide variety of corporate and consumer brands.
SLG and the Company concurrently entered into an agreement (the “ Agreement ”) with Stran & Company, Inc. (“ Stran ”), pursuant to which Stran will provide to SLG all management, sales, accounting, operations, administrative and other services, and access to office space, equipment, software and utilities for employees of SLG (the “ Services ”), as necessary for the operation by SLG of a loyalty program (the “ Program ”). In addition, Stran granted SLG an option, exercisable at any time during the term of the Agreement, to purchase from Stran certain assets necessary for the operation of the Program at a purchase price equal to the cost of such assets to Stran, without premium or interest. The Agreement expires on July 31, 2020, unless earlier terminated in accordance with its terms, except that the term of the Agreement is automatically extended for successive one-year periods unless either party gives timely notice of its desire not to extend.
The Company’s goal is to use the initial loyalty business as a catalyst to implement disruptive technology solutions, including distributed ledger technology, into the loyalty industry while realizing immediate revenue and credibility from traditional loyalty contracts. At this time, however, the Company has not taken any steps toward developing any such technology and does not employ personnel with the relevant expertise to do so. There can be no assurance that the Company will be successful in developing such technology, or in profitably commercializing it, if developed.
Effective upon entry into the Agreement, the board of directors of the Company appointed Andrew Shape, the President of Stran, as the Chairman of the Board and Chief Executive Officer of the Company. Mr. Shape replaces Shamyl Malik, who simultaneously resigned from such positions. Mr. Malik resigned to focus on his other business interests and not due to any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices (financial or otherwise).
Andy Shape, 45 years old, is the co-founder of Stran and has served as its President since 1996. Prior to forming Stran, Mr. Shape worked at Copithorne & Bellows Public Relations (a Porter Novelli company) as an Account Executive covering the technology industry from 1995 to 1996. He has served on the Board of Directors for Naked Brand Group Limited (Nasdaq: NAKD) since June 2018. Mr. Shape graduated with a B.A. in Communications from the University of New Hampshire in 1995.
The Agreement – Consideration
Under the Agreement, Stran will pay to SLG all Program revenue from certain existing customers (and any future customers to which the parties consent) and SLG will reimburse Stran for all reasonable out-of-pocket costs and expenses incurred by Stran in connection with providing the Services. In addition, the Company agreed to issue shares of its common stock (collectively, the “ Program Shares ”) to Stran as follows:
? The Company issued 2,500,000 Program Shares upon execution of the Agreement. These shares are subject to forfeiture if the net revenue of SLG for the 12 months ending July 31, 2019 is less than a certain threshold set forth in the Agreement. In addition, these shares are subject to restrictions on transfer through July 31, 2019 pursuant to a separate lockup agreement executed by Stran (the “ Lockup Agreement ”).
1
? If SLG’s net revenue and EBITDA margin for the 12 months ending July 31, 2019 equal or exceed certain “base” thresholds set forth in the Agreement, the Company will issue an additional 1,750,000 Program Shares. If SLG’s revenue and EBITDA margin for such period equal or exceed certain “stretch” thresholds set forth in the Agreement, the Company instead will issue an additional 2,250,000 Program Shares plus a number of Program Shares equal to 1.25 times the amount of any such net revenue excess divided by the average closing share price of the common stock over the last 30 business days of such period (the “ Average Market Price ”). If SLG’s net revenue or EBITDA is less than the “base” thresholds set forth in the Agreement, the Company instead will issue the a number of Program Shares equal to the net revenue divided by the Average Market Price, but not more than 1,750,000 shares. These shares are subject to restrictions on transfer through January 31, 2020 pursuant to the Lockup Agreement.
? If SLG’s net revenue and EBITDA margin for the 12 months ending July 31, 2020 equal or exceed certain “base” thresholds set forth in the Agreement, the Company will issue an additional 2,000,000 Program Shares. If SLG’s revenue and EBITDA margin for such period equal or exceed certain “stretch” thresholds set forth in the Agreement, the Company instead will issue an additional 2,500,000 Program Shares plus a number of Program Shares equal to 1.25 times the amount of any such net revenue excess divided by the Average Market Price. If SLG’s net revenue or EBITDA is less than the “base” thresholds set forth in the Agreement, the Company instead will issue the a number of Program Shares equal to the net revenue divided by the Average Market Price, but not more than 2,000,000 shares.
The Agreement – Subscription
As required under the Agreement, concurrently with the execution of the Agreement, Andrew Stranberg, a controlling person of Stran, entered into a subscription agreement (the “ Subscription Agreement ”) with the Company, pursuant to which Mr. Stranberg agreed to purchase 1,500,000 shares (the “ Investment Shares ”) of the Company’s common stock for $0.40 per share, or an aggregate of $600,000. In addition, under the Subscription Agreement, the Company agreed to issue to Mr. Stranberg a three-year warrant (the “ Warrant ”) to purchase 450,000 shares of its common stock at an exercise price of $0.50 per share, subject to adjustment for stock splits, stock dividends and similar transactions. The warrant may be exercised for cash or on a “cashless” basis, at the option of the holder. The purchase of the Investment Shares and the Warrant pursuant to the Subscription Agreement was consummated on July 27, 2018.
In addition, under the Agreement, Stran and its affiliates will have the option to purchase, at any time prior to July 31, 2019, up to an additional 1,500,000 shares of the Company’s common stock, at a price of $0.40 per share, for a total additional purchase price of up to $600,000. Such additional purchase will be made pursuant to a subscription agreement in the same form as the Subscription Agreement described above. Accordingly, in connection with any such additional purchase, Stran or its affiliate will receive a warrant to purchase 30% of the number of shares of common stock subscribed for, on the same terms as the Warrant described above.
2
The Agreement – Employment Agreement with Mr. Shape
As required under the Agreement, concurrently with the execution of the Agreement, Andrew Shape entered into an employment agreement (the “ Employment Agreement ”) providing for him to serve as Chief Executive Officer of the Company.
The Employment Agreement provides for Mr. Shape to receive a base salary at an annual rate of $200,000. Mr. Shape’s compensation will be paid in equal, quarterly installments through the issuance of restricted shares of the Company’s common stock, at a per share price equal to 85% of the average closing price for 10 trading days prior to end of the quarter, but in any event not less than $0.30 per share. The shares will be issued pursuant to the Company’s 2017 Long-Term Incentive Equity Plan.
Unless terminated by the Company without “cause” or by Mr. Shape with “good reason” (as such terms are defined in the Employment Agreement), upon termination Mr. Shape will be entitled only to his base salary through the date of termination, valid expense reimbursements, certain unused vacation pay and earned but unpaid bonuses (unless he is terminated for “cause” or resigns without “good reason”). If terminated by the Company without “cause” or by Mr. Shape with “good reason,” Mr. Shape will be entitled to be paid severance equal to his base salary through the date of termination and for a period of six months thereafter, valid expense reimbursements and certain unused vacation pay.
Mr. Shape’s employment agreement contains provisions for the protection of the Company’s intellectual property and confidential information and certain non-competition restrictions (generally imposing restrictions during employment and until six months thereafter on (i) ownership or management of, or employment or consultation with, competing companies, (ii) soliciting employees to terminate their employment (iii) soliciting business from the Company’s customers, and (iv) soliciting prospective acquisition and investment candidates for purposes of acquiring or investing in such entity).
Indemnification Agreement with Mr. Shape
The Company will enter into an indemnification agreement with Mr. Shape, pursuant to which the Company will indemnify, and advance expenses to, Mr. Shape to the fullest extent permitted by applicable law. The foregoing description of the indemnification is qualified by reference to the full text of the agreement, which is attached as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 2, 2015 and is incorporated herein by reference.
Separation Agreement with Mr. Malik
Concurrently with the execution of the Agreement, the Company entered into a separation agreement (the “ Separation Agreement ”) with Mr. Malik, the Company’s former Chief Executive Officer and Chairman of the Board. Pursuant to the Separation Agreement, Mr. Malik will receive reimbursement of certain expenses incurred by him. In addition, the Company agreed to terminate the noncompetition restrictions contained in his employment agreement, which otherwise would have run for six months after his resignation. In exchange for such benefits, Mr. Malik executed a general waiver and release of claims. The Separation Agreement contains provisions for protection of the Company’s confidential information.
Item 3.02 Unregistered Sales of Equity Securities.
See the information under Item 1.01 above, which is incorporated by reference in this Item 3.02. The Program Shares, the Investment Shares, the Warrant and the shares of common stock underlying the Warrant were offered in a private placement to accredited investors in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
3
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.
See the information under Item 1.01 above, which is incorporated by reference in this Item 5.02.
Item 7.01. Regulation FD Disclosure.
The Company has received a subpoena from the staff of the Securities and Exchange Commission (the “ SEC ”), dated July 10, 2018, seeking the production of certain documents. The Company is fully cooperating with the SEC’s investigation. The Company cannot predict or determine whether any proceeding may be instituted by the SEC in connection with the subpoena or the outcome of any proceeding that may be instituted.
Item 9.01. Financial Statements, Pro Forma Financial Information, and Exhibits.