Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Eric Stoppenhagen Resignation
Effective April 9, 2014, the Registrant received notice from Mr. Eric Stoppenhagen regarding his decision to resign from his position as president of the Registrant. Mr. Stoppenhagen also intends to resign from the Registrant's Board on April 20, 2014. Mr. Stoppenhagen’s decision to resign was not due to any disagreements with the Registrant on any matter relating to the Registrant’s operations, policies or practices. Effective April 9, 2014, the Registrant released Mr. Stoppenhagen from any and all employment agreements with the Registrant, including the Consulting, Confidentiality and Proprietary Rights Agreement, dated February 15, 2012.
Pursuant to the terms of the Registrant’s Bylaws, dated as of February 28, 2014, Board vacancies may be filled by majority of the directors then in office or by a sole remaining director of the Registrant. The Board intends to appoint a new director to fill the vacancy created by Mr. Stoppenhagen’s resignation.
Appointment of Todd Denkin to Board of Directors
On April 9, 2014, the Registrant’s Board, pursuant to authority granted under the Registrant’s Bylaws, increased the size of the Registrant’s Board from one seat to two seats and nominated Todd Denkin to fill the vacant seat on the Board. Mr. Denkin was unanimous written consent of the Board. Mr. Denkin shall receive no compensation as a board member.
Appointment of Todd Denkin as President
On April 9, 2014, Todd Denkin signed an At-Will employment agreement from DigiPath, Inc. (the “Denkin Employment Agreement”) to serve as president of the Registrant. Under the terms of the Denkin Employment Agreement, Mr. Denkin shall be paid an annual salary of $156,000 for his services, which DigiPath, Inc. may increase from time to time. Mr. Denkin shall also be issued 4,000,000 shares of stock which will vest quarterly over a period of one year. The shares shall be restricted from resale for a period of eighteen months. A copy of the Denkin Employment Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference. There are no familial relationships between Mr. Denkin and the Registrant.
Mr. Denkin, 50, has over 5 years in the "legal" marijuana industry. From 2009 until 2013, Mr. Denkin was a founder and director of GrowLife, Inc. Prior to joining GrowLife, Inc., Mr. Denkin was the head of the direct sales and marketing teams from 2002 through 2008 with Digital FX International, and helped build a sales organization of over 30,000 representatives. He is a 30-year veteran of the TV and film industry, working at top companies like Dick Clark Productions, Barris/Guber/Peters, Chris Bearde Productions, the Nickelodeon Network, Disney/MGM Studios and Time Warner. Mr. Denkin has been a key contributor to shows for ABC, NBC, CBS, ESPN and MTV. He was also involved in “The Australian Experience,” a film featured on The Today Show and screened at the opening ceremonies of the 2000 Olympics.
