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Wednesday, 07/22/2020 2:19:03 PM

Wednesday, July 22, 2020 2:19:03 PM

Post# of 3282
On March 26, 2020, the Company announced in a current report on Form 8-k that its operations and business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world and it was unable to timely review and prepare the Company's financial statements for the 2019 fiscal year. As such, the Company would be making use of the 45-day grace period provided by the SEC's Order and available filing extension to delay filing of its Annual Report.

On March 31, 2020, Richard K. Pertile resigned his position as Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer for the Company. On the same date, the Company filed a current report on Form 8-k to announce that it issued in escrow 1,475,000 shares of the Company's Series B Convertible Preferred Stock (the "Preferred Stock") to ORCIM Financial Holdings, LLC ("OFH"). Each share of the Preferred Stock has fifty (50) votes per share and may be converted into fifty (50) $0.001 par value common shares. As of March 31, 2020, the Company had 43,290,331 shares of its common stock issued and outstanding. There were no other shares of any capital stock outstanding except for the common stock and Preferred Stock. As the result of the issuance of the Preferred Stock and, upon satisfaction of the terms of the Acquisition Agreement, OFH would have voting control over the Company with 73,750,000 votes on all matters submitted to stockholders for a vote. On May 20, 2020, the conditions of the Acquisition Agreement were satisfied with the resignation of the former board of directors of the Company and the change of control became effective.

OFH is a limited liability company domiciled in Maryland. OFH is controlled by Mr. Jeffery D. Bearden, who owns 100% of the membership interests of OFH. The Preferred Stock was acquired by OFH in exchange for its agreement to assume the debt of the Company in the approximate amount of $450,000. The funds to satisfy the outstanding debt of the Company were acquired by OFH through a loan from a hedge fund entity known as Geneva Capital.

On March 31, 2020, Mr. Larnell C. Simpson, Jr., age 47, was appointed as a director for Acacia Diversified Holdings, Inc. (the "Company"). Mr. Simpson also was appointed to the position of Vice President.

Mr. Larnell C. Simpson Jr. serves as Vice President, Director of the Company. Mr. Simpson is a senior-level global business executive with over 20 years of demonstrated experience and success in implementing corporate strategic plans, visionary marketing, branding, and business development programs within domestic and international markets. Mr. Simpson is able to translate complex business challenges into manageable concepts. Based upon substantial business experience set forth below, including but not limited to, Mr. Simpson’s ability to consult and provide leadership in various regulated areas of business, the Company principals believe that Mr. Simpson is well suited to serve as an officer and director for the Company. From 2015 to the present, Mr. Simpson has been employed by Sedulity Consulting in Frederick, Maryland, where he served as president and lead consultant. In these positions, he has engaged in medical and information technology regulatory affairs consulting, business development as well as state and local government lobbying. From 2017 to the present, Mr. Simpson has also been employed by DayleCorp. in Frederick Maryland, where he has been involved with personal security, independent investigation and physical security consulting. From 2018 to the present, Mr. Simpson has also been employed by Heritage Training and Shooting Center in Frederick Maryland. In that employment, he has engaged in personal group firearms instruction along with gun range safety instructions and directions. Mr. Simpson is also a part owner of LinLar LLC, a limited liability company which has been granted a conditional Medical Marijuana Dispensary License in the state of Maryland as of December 2016.

On May 20, 2020, directors Danny Gibbs, Neil B. Gholson and Dr. Richard Paula each resigned their respective positions as a director for the Company.


https://www.marketwatch.com/press-release/10-k-acacia-diversified-holdings-inc-2020-06-26



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