8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): April 22, 2019                 

TWINLAB CONSOLIDATED HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-55181	46-3951742
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

4800 T-Rex Avenue, Suite 305, Boca Raton, Florida	33431
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (561) 443-5301

N/A

(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 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 check mark 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 1.01. Entry into a Material Definitive Agreement.

MidCap Funding X Trust

As previously reported by Twinlab Consolidated Holdings, Inc. (the “Company”), the Company and its direct and indirect wholly owned subsidiaries, Twinlab Consolidation Corporation ("TCC"), Twinlab Holdings, Inc. ("THI"), Twinlab Corporation ("Twinlab"), ISI Brands Inc. ("ISI"), NutraScience Labs, Inc. ("NSL"), NutraScience Labs IP Corporation ("NSLIP"), Organic Holdings LLC ("Organic"), Reserve Life Organics, LLC ("Reserve"), Resvitale, LLC ("Resvitale"), Re-Body, LLC ("Re-Body"), Innovitamin Organics, LLC ("Innovitamin"), Organics Management LLC ("Organics Mgmt."), Cocoawell, LLC ("Cocoawell"), Fembody, LLC ("Fembody"), Reserve Life Nutrition, L.L.C. ("Reserve Life"), Innovita Speciality Distribution, LLC ("Innovita") and Joie Essance, LLC ("Joie" and with the Company, TCC, THI, Twinlab, ISI, NSL, NSLIP, Organic, Reserve, Resvitale, Re-Body, Innovitamin, Organics Mgmt., Cocoawell, Fembody, Reserve Life and Innovita, collectively, the "Twinlab Companies"), entered into a Credit and Security Agreement, dated January 22, 2015, with MidCap Financial Trust ("MidCap Trust"), with respect to which Credit and Security Agreement and all related agreements MidCap Trust immediately thereafter assigned all of its rights and interests to MidCap Funding X Trust, an affiliate of MidCap Trust (as so assigned and subsequently amended by that certain Amendment No. 1 to Credit and Security Agreement and Limited Consent, dated as of February 4, 2015, that certain Amendment No. 2 to Credit Agreement and Limited Consent dated as of April 7, 2015, that certain Amendment No. 3 to Credit and Security Agreement and Limited Consent dated as of April 30, 2015, that certain Amendment No. 4 to Credit and Security Agreement and Limited Waiver dated as of June 30, 2015, that certain Amendment No. 5 to Credit and Security Agreement and Limited Consent, dated as of June 30, 2015, that certain Amendment No. 6 to Credit and Security Agreement, Limited Consent and Limited Waiver dated as of September 9, 2015, that certain Amendment No. 7 and Joinder Agreement to Credit and Security Agreement dated as of October 5, 2015, that certain Amendment No. 8 to Credit and Security Agreement dated as of January 28, 2016, that certain Amendment No. 9 to Credit and Security Agreement, dated as of April 5, 2016, that certain Amendment No. 10 to Credit and Security Agreement dated as of August 11, 2016, that certain Amendment No. 11 to Credit and Security Agreement dated as of September 1, 2016, that certain Amendment No. 12 to Credit and Security Agreement dated as of December 2, 2016, that certain Amendment No. 13 to Credit and Security Agreement dated as of August 30, 2017, that certain Amendment No. 14 to Credit and Security Agreement dated as of March 22, 2018, that certain Amendment No. 15 to Credit and Security Agreement, dated as of December 4, 2018, and that certain Amendment No. 16 to Credit and Security Agreement, dated as of January 22, 2019 (the "Credit Agreement"). On February 13, 2019, MidCap informed the Twinlab Companies that MidCap Trust had re-assigned all of its rights, powers, privileges and duties as “Agent” under the Credit and Security Agreement, as well as all of its right, title and interest in and to the revolving loans made under the facility to MidCap IV Funding ("MidCap"). 

On April 22, 2019, the Twinlab Companies and MidCap entered into Amendment No. 17 to Credit and Security Agreement and Limited Waiver (the "MidCap Seventeenth Amendment"). Pursuant to the MidCap Seventeenth Amendment, the existing Credit and Security Agreement was renewed between the parties and the Revolving Loan Commitment Amount (as defined in the MidCap Seventeenth Amendment) was increased from a total of $5,000,000 to a total of $12,000,000. In addition, MidCap granted a waiver with respect to the Twinlab Companies' failure to satisfy Section 6.2 (Minimum Adjusted EBITDA) of the Credit Agreement because Twinlab Companies’ Adjusted EBITDA was less than $1,400,000 with respect to the measurement period from January 1, 2018 to December 31, 2018. The waiver is limited to the measurement period.

Subsequent to entering into the MidCap Seventeenth Amendment, the Company issued a warrant to MidCap exercisable for up to 500,000 shares of Company common stock at an exercise price of $.76 per share (the "MidCap Warrant”). The Company has reserved 500,000 shares of Company common stock for issuance under the MidCap Warrant. The MidCap Warrant expires on April 22, 2021.

The MidCap Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of the assets of the Company.

The foregoing description of the MidCap Seventeenth Amendment and the MidCap Warrant are qualified in their entirety by reference to the full text of such documents, which documents will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the first quarter of 2019 ended March 31, 2019.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Carla Goffstein as Chief Financial Officer

On April 22, 2019, the Company announced the appointment of Carla Goffstein, age 45, as the Company’s Chief Financial Officer, effective as of that date.

Ms. Goffstein, joined the Company in January 2018 and served as the Company’s Senior Vice President of Finance and interim Chief Financial Officer prior to her appointment. Ms. Goffstein holds a B.S. in Business (Major in Finance) from Miami University of Ohio. Before joining the Company, Ms. Goffstein was with Proctor & Gamble for 22 years, most recently serving as the Associate Director of Finance for Global Business Services.

There are no arrangements or understandings between Ms. Goffstein and any other persons in connection with her appointment. There are no family relationships between Ms. Goffstein and any director or executive officer of the Company, and Ms. Goffstein is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Employment Agreement 

On April 22, 2019 the Company and Ms. Goffstein entered into an Employment, Non-Competition and Proprietary Rights Agreement (the “Goffstein Employment Agreement”) that has a two-year term with automatic renewals for additional one-year periods unless the Goffstein Employment Agreement is terminated by Ms. Goffstein or the Company, in each case by 30 days’ written notice.  In addition, the Company may terminate Ms. Goffstein’s employment at any time, with or without cause.  Pursuant to the Goffstein Employment Agreement, Ms. Goffstein will serve as the Chief Financial Officer of the Company.  

Base Salary, Annual Bonus, Benefits Pursuant to the Goffstein Employment Agreement, Ms. Goffstein will receive a base salary of $275,000 per year and an annual bonus of up to 50% of her base salary based on the achievement of performance metrics. In addition, Ms. Goffstein is eligible to participate in the Company’s standard employee benefits programs available to senior executives.

Under the Goffstein Employment Agreement, in the event of a termination without cause by the Company or a termination with good reason by Ms. Goffstein, she will be entitled to receive severance benefits equal to twelve months of her base salary and any accrued and unpaid bonus payable on account of any calendar year ending prior to the year in which the termination occurs. Under the Goffstein Employment Agreement, in the event of a change in control wherein Ms. Goffstein’s employment is terminated in the first year thereafter, Ms. Goffstein will be entitled to receive severance benefits equal to six months of her base salary; if her employment is terminated in the second year thereafter, Ms. Goffstein will be entitled to receive severance benefits equal to four months of her base salary.

Ms. Goffstein’s receipt of the severance benefits discussed above is contingent on Ms. Goffstein signing and not revoking a release of claims against the Company. 

Restrictive Covenants

Pursuant to the Goffstein Employment Agreement, Ms. Goffstein is subject to (i) non-disclosure of confidential information restrictions while employed and for a period of two (2) years following the termination of employment, (ii) non-solicitation restrictions while employed and for a period of two (2) years following the termination of employment, and (iii) non-competition restrictions while employed and for a period of six (6) months following the termination of employment.   

The foregoing description of the Employment, Non-Competition and Proprietary Rights Agreement between Twinlab and Carla Goffstein is qualified in its entirety by reference to the full text of such documents, which documents will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the first quarter of 2019 ended March 31, 2019.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of the Company, dated April 25, 2019.

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.

TWINLAB CONSOLIDATED HOLDINGS, INC.

Date: April 26, 2019	By:	/s/ Shari Gottesman
		Shari Gottesman
		Corporate Secretary, General Counsel & Senior Vice President, Legal

EX-99.1

Exhibit 99.1

Media Contact:

Amy Summers

212-757-3419 or amy@pitchpublicitynyc.com

Pitch Publicity

CARLA GOFFSTEIN STEPS INTO CFO ROLE AT TWINLAB

Boca Raton, Fla. (April 9, 2019) – Twinlab Consolidated Holdings, Inc. (OTCPK:TLCC) (“TCC” or “Twinlab”) has promoted senior vice president of finance, Carla Goffstein to chief financial officer (CFO). For the past seven months she has been serving as the company’s interim CFO, following Al Gever’s term. Goffstein will play a critical role as part of the senior leadership team, reporting to CEO, Anthony Zolezzi, and working with investors and the board of directors on strategic and financial decision making for the company.

“Carla exudes the right balance of intellect, entrepreneurial enthusiasm and big company discipline that will be necessary to take Twinlab to the next level of growth as part of the health care conversation,” said Anthony Zolezzi, CEO of Twinlab. “Securing the right talent for the Twinlab team is my focus right now, and Carla has exceeded our expectations during her interim role as CFO. She will help us bring Twinlab to an entirely new level of success.”

Goffstein, age 45, joined Twinlab in January 2018, after a 22-year career with Procter & Gamble serving in different financial management roles and most recently serving as their associate director of finance for global business services. She graduated with a bachelor of science degree in business and finance from Miami University.  

In her CFO role at Twinlab, Goffstein will set the strategic finance direction for the company and provide leadership, mentorship and coaching to foster an environment of problem solving and best practices to attract and retain high-caliber financial talent. She will lead the finance and accounting team with preparation of financial reports and briefings including P&L, balance sheets, cash flow statements and mandatory internal reports. Additionally, she will facilitate business planning for Twinlab, while helping to identify operational opportunities and developing sufficient controls.

“The new energy of the company under the direction of CEO, Anthony Zolezzi is highly motivating and I’m excited to be part of Twinlab’s journey at this stage,” said Goffstein. “I’m looking forward to taking more of a role in the oversight of Twinlab’s finances while actively contributing to the company’s future direction and growth.”

Twinlab has been a trusted source among consumers in more than 55 countries worldwide for 50 plus years when it comes to dietary supplements and nutrition. Zolezzi says the company’s focus of securing quality talent in every department is a major focus for his tenure to bring the company to the next level. Learn more at: https://www.twinlab.com.

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About Twinlab Consolidated Holdings, Inc. 

Twinlab Consolidated Holdings, Inc. (“TLCC”) is the parent holding company of Twinlab Consolidation Corp., an industry-focused health and wellness company committed to developing top brands. TLCC has a portfolio of products that are made in America using the finest ingredients from around the world. In addition to its namesake brand, Twinlab®, established in 1968, TLCC, through TCC and its subsidiaries, also manufactures and sells other well-known category leaders including the Metabolife® line of diet and energy products; the Twinlab® Fuel line and newly launched REAAL® sports nutrition products; Alvita® teas, established in 1922 as a single-herb tea line; and premium nutritional and anti-aging/wellness supplements under the award winning Reserveage™ Nutrition family of brands. TCC also owns NutraScience Labs, an award-winning contract manufacturer. Visit www.tchhome.com for more information.

Media Contact:

Amy Summers

212-757-3419 or amy@pitchpublicitynyc.com

Pitch Publicity

Forward Looking Statements

Statements we make in this press release may include statements which are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, those risks set forth in the “Item 1A. Risk Factors” section of the Annual Report for the year ended December 31, 2018 on Form 10-K filed by TLCC with the Securities and Exchange Commission on April 16, 2019 as updated by TLCC's other SEC filings. We assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.