8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K/A

___________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) May 30, 2023

Alpine 4 Holdings, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware	001-40913	46-5482689
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

2525 E Arizona Biltmore Circle, Suite 237

Phoenix, AZ 85016

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

480-702-2431

(ISSUER TELEPHONE NUMBER)

(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

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	ALPP	The Nasdaq Stock Market

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. ☒

EXPLANATORY NOTE

This Amendment No. 1 amends the Current Report on Form 8-K of Alpine Holding, Inc. (the “Company”) dated June 2, 2023, reporting under Item 5.02 that the Company had appointed Christopher Meinerz as its Chief Financial Officer. This Amendment No. 1 amends the Current Report as originally filed by amending the narrative of 5.02 to include the major terms of the compensation agreement between Mr. Meinerz and the Company, and to include a copy of the engagement letter between Mr. Meinerz and the Company, included herein in Exhibit 99.2. The Company has previously issued a press release announcing Mr. Meinerz’s appointment, a copy of which was included as Exhibit 99.1 of the Current Report filed June 2, 2023.

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

Announcement of Hiring of Chief Financial Officer

On May 30, 2023, the Board of Directors of Alpine 4 Holdings, Inc., a Delaware corporation (the “Company”), appointed Christopher Meinerz to serve as Chief Financial Officer of the Company. Prior to joining the Company, Mr. Meinerz has held the title of Chief Financial Officer, Chief Operating Officer, and Chief Compliance Officer including recent appointments of Chief Financial Officer & Chief Operating Officer for Nano Hearing Aids (November 2021 – May 2023), Chief Financial Officer of Tallwave (March 2020 – April 2021, currently retained as an advisor to Board & executive management), Chief Financial Officer for Elite Roofing Supply (August 2018 – December 2019), and Chief Financial Officer for Mobivity Holdings Corp (2015-2018). In his various roles, Mr. Meinerz has been involved with the raising of more than $1 billion of capital and has successfully completed a significant number of transactions, including initial public offerings, acquisitions, and divestitures.

Mr. Meinerz, 56, is a graduate of the University of Wisconsin with degrees in both accounting and finance. Mr. Meinerz is also an active Certified Public Accountant with extensive SEC reporting and compliance experience. He began his career in public accounting with BDO in Chicago, Illinois, and Grant Thornton in Madison, Wisconsin. Mr. Meinerz will serve as the principal financial officer and principal accounting officer for the Company. Mr. Meinerz will serve in this capacity at the pleasure of the Board.

Kent Wilson, CEO, had this to say: “After an exhaustive two-month-long search, the board and I are pleased to announce the addition of Chris Meinerz to our team! We reviewed over a dozen highly qualified candidates, but at the end of the day, Chris’s experience, knowledge of technical accounting, and great personality won the day. We are blessed to have him on our team and look forward to him adding his knowledge and great character to the A4 family of companies. Additionally, a huge thank you to SaVonnah Osmanski for stepping in as interim CFO during this time. Your dedication to the Alpine 4 team is greatly appreciated! Ms. Osmanski will resume her position as VP / Corporate Controller.”

There are no family relationships between Mr. Meinerz and anyone currently serving as a director, executive officer, or director nominee of the Company.

There are no related party transactions between Mr. Meinerz and the Company that would require disclosure under Item 404(a) of Regulation S-K.

The Company and Mr. Meinerz entered into an “At Will Employment Agreement” (the “Agreement”) relating to Mr. Meinerz’s service as the Company’s Chief Executive Officer. Pursuant to the Agreement, the Company agreed to pay Mr. Meinerz a base pay rate of $275,000 annually, and to pay a bonus of $5,000 per quarter for on-time and accurate quarterly report filings and a bonus of $10,000 for annual on-time and accurate annual report filings. Additionally, the Company agreed to grant to Mr. Meinerz $25,000 of Alpine 4 common stock after 90 days of successful employment with the Company. Mr. Meinerz will also receive 80 hours of annual paid time off for 2023 and 120 hours of paid time off beginning in 2024, and he will be entitled to participate in the company’s health, welfare, and retirement plans, and in the Executive Stock Option Plan.

Item 7.01    Regulation FD Disclosure

A press release, dated June 2, 2023, disclosing the Company’s hiring of the Chief Financial Officer referenced above was attached to the original 8-K filing as Exhibit 99.1.

The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 previously filed) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release Dated June 2, 2023 (previously filed)
99.2	At-Will Employment Agreement
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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.

Alpine 4 Holdings, Inc.

By: /s/ Kent B. Wilson

Kent B. Wilson

Chief Executive Officer, President

(Principal Executive Officer)

Date: June 5, 2023

EX-99.1

Alpine 4 Holdings, Inc. (ALPP) Appoints Christopher Meinerz as Chief Financial Officer (CFO)

PHOENIX, AZ / ACCESSWIRE / June 2, 2023/Alpine 4 Holdings, Inc. (Nasdaq:ALPP), a leading operator and owner of small market businesses, announced that on May 30, 2023, the Board of Directors of Alpine 4 Holdings, Inc., a Delaware corporation (the “Company”), appointed Christopher Meinerz to serve as Chief Financial Officer of the Company. Prior to joining the Company, Mr. Meinerz has held the title of Chief Financial Officer, Chief Operating Officer, and Chief Compliance Officer including recent appointments of Chief Financial Officer & Chief Operating Officer for Nano Hearing Aids (November 2021 – May 2023), Chief Financial Officer of Tallwave (March 2020 – April 2021, currently retained as an advisor to Board & executive management), Chief Financial Officer for Elite Roofing Supply (August 2018 – December 2019), and Chief Financial Officer for Mobivity Holdings Corp (2015-2018). In his various roles, Mr. Meinerz has been involved with the raising of more than $1 billion of capital and has successfully completed a significant number of transactions, including initial public offerings, acquisitions, and divestitures.

Mr. Meinerz, 56, is a graduate of the University of Wisconsin with degrees in both accounting and finance. Mr. Meinerz is also an active Certified Public Accountant with extensive SEC reporting and compliance experience. He began his career in public accounting with BDO in Chicago, Illinois, and Grant Thornton in Madison, Wisconsin. Mr. Meinerz will serve as the principal financial officer and principal accounting officer for the Company. Mr. Meinerz will serve in this capacity at the pleasure of the Board.

Kent Wilson, CEO, had this to say: “After an exhaustive two-month-long search, the board and I are pleased to announce the addition of Chris Meinerz to our team! We reviewed over a dozen highly qualified candidates, but at the end of the day, Chris’s experience, knowledge of technical accounting, and great personality won the day. We are blessed to have him on our team and look forward to him adding his knowledge and great character to the A4 family of companies. Additionally, a huge thank you to SaVonnah Osmanski for stepping in as interim CFO during this time. Your dedication to the Alpine 4 team is greatly appreciated! Ms. Osmanski will resume her position as VP / Corporate Controller.”

About Alpine 4 Holdings: Alpine 4 Holdings, Inc. is a Nasdaq-traded holding company (trading symbol: ALPP) that acquires businesses that fit under one of several portfolios: Aerospace, Defense Services, Technology, Manufacturing or Construction Services, and that function as either a Driver, Stabilizer or Facilitator from Alpine 4's disruptive DSF business model. Alpine 4 works to vertically integrate the various subsidiaries with one another even if from different industries. Alpine 4 understands the nature of how technology and innovation can accentuate a business, focusing on how the adaptation of new technologies, even in brick-and-mortar businesses, can drive innovation. Alpine 4 also believes that its holdings should benefit synergistically from each other, have the ability to collaborate across varying industries, spawn new ideas, and create fertile ground for competitive advantages.

Four principles at the core of Alpine 4’s business are Synergy. Innovation. Drive. Excellence. At Alpine 4, we believe synergistic innovation drives excellence. By anchoring these words to our combined experience and capabilities, we can aggressively pursue opportunities within and across vertical markets. We deliver solutions that not only drive industry standards, but also increase value for our shareholders.

Contact: Investor Relations

investorrelations@alpine4.com

www.alpine4.com

EX-99.2

At-Will Employment Agreement

This employment agreement is entered into May 26, 2023, by and between Alpine 4 Holdings, Inc. (A4 or Company), and Chris Meinerz, effective May 30, 2023. The position offered is Chief Financial Officer.

This agreement shall remain in place and continue until such time that either party chooses to exercise their at-will-employment rights, thus ending the employment agreement with or without cause. This letter will set out the terms and conditions of the protections we require regarding confidentiality, non-competition, and non-solicitation, which are required of you as a condition of employment. Also, below is an outline of the compensation and benefits offered to you along with a brief summary of our expectations of you in your position.

Position Expectations:

You agree to perform faithfully, industriously and to the best of your ability, experience, and talents, all duties that may be required by the express and implicit terms of this agreement and to the reasonable satisfaction of the Company. Such duties shall be provided at such place(s) as the needs of the business or as opportunities of the Company. Company policies, procedures and expectations for confidentiality are expected to be followed without exception. You are to act on behalf of the company in an ethical manner with integrity. Failure to do so is grounds for dismissal of employment.

As Chief Financial Officer, your over-arching goal will be to represent A4 in a stellar manner. This means that you will be expected to drive the financial and accounting initiatives of A4 such as but not limited to: timely reporting of the 10k, and 10Q’s with the SEC, learning, guiding and teaching the latest PCAOB standards within A4 and its subsidiaries, ensuring that SOX compliance is met by December 31 2024, growing the education and professionalism of the accounting team and additional goals as agreed upon with the CEO, COO and Board of Directors. As goals and strategies can and will change, acting in the best interest of A4 shall not. Total transparency for any and all pertinent information shall always be expected. This will require you to be an adept influencer, a strong communicator, and a tireless agent of change. You must learn and understand A4’s business model and strategy that will lend itself to building strong relationships with subsidiary leadership and key stakeholders. In cooperation with the COO and CEO, you will be responsible for blocking and tackling meaning. Thus, making good sound decisions for the company, providing accurate and timely financial reporting, proper controllership, and developing and maintaining proper succession planning.

Compensation and Benefits:

Salary: This is a salaried-exempt position.

•Base pay rate of $275,000 annually payable in accordance with A4's usual payroll procedures (bi-weekly gross pay of: $10,576.92).

•Bonus of $5,000 per quarter for on-time accurate 10Q quarterly filings.

•Bonus of $10,000 for annual on-time and accurate 10K filing.

•$25,000 of Alpine 4 stock which will be granted after 90 days of successful employment.

Other Benefits and Compensation:

•80 hours of annual PTO for 2023 and 120 hours of annual PTO beginning 2024. Hours do not accrue year to year and 90-day notice must be given prior to year-end to take any time off under PTO.

•Holidays as outlined in the company guidebook.

•Offer to participate in the company sponsored health, welfare, and 401(k) plans. Medical, dental and vision premiums are paid 100% by the company for yourself and any legal dependents, effective June 1, 2023.

•Participation in Alpine’s Executive SOP Plan which shall reward Executives for tenure, job performance, value to the Company, and other criteria.

Employment Termination:

Upon termination of employment, accrued vacation will be paid in accordance with state law and A4's customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.

Expense Reimbursement:

The Company will reimburse you for approved out-of-pocket expenses incurred during business as it relates to the Company and/or any other approved affiliates. Reimbursement will be paid in accordance with Company policies and must be accompanied by substantiation back-up (i.e., receipts).

Confidentiality:

The protection of confidential business information and trade secrets is vital to the interests and success of the company and those we serve (our clients). Confidential information is all information disclosed to or known by you because of employment with the company that is not generally known to people outside the company about its business. An employee who improperly uses or discloses trade secrets or confidential business information will be subject to disciplinary action up to and including termination of employment and possible legal action, even if he or she does not actually benefit from the disclosed information. This provision is not intended to, and should not be interpreted to, prohibit employees from discussing wages and other terms and conditions of employment if they so choose.

Should your employment terminate for any reason, you agree that confidentiality requirements will remain in effect for a period of three (3) years after separation of employment.

Conflicts of Interest:

During the term of this Agreement, Employee will not, without the prior written approval of the Company, directly or indirectly participate in or assist any business that is a current or potential supplier, customer or competitor of Company; provided, however, that Employee may invest in such companies to an extent not exceeding one percent (1%) of the total outstanding shares in each of one or more such companies whose shares are listed on a national securities exchange or quoted daily by NASDAQ or NYSE.

Non-Solicitation:

During Employee’s employment with the Company and for three (3) years after termination of employment either for Cause or Good Reason, in order to enable Company to maintain a stable work force and to operate its business, Employee shall not, without the prior written consent of the Company, either directly or indirectly solicit, induce, recruit or encourage any of Company’s employees, contractors, vendors or current customers to leave their employment or engagement with Company, either for Employee’s benefit or for the benefit any other person or entity.

By signing this agreement, you accept the offered position and further understand that you will be held accountable to abide by and uphold our code of ethics and conduct all policies and procedures set forth by Alpine 4 Holdings, Inc., without exception.

Kind regards,

Trish Norvell, SHRM-CP; Corporate VP of Human Resources and Risk Management

/s/ Trish Norvell

Acceptance of Offer (signature):

/s/ Christopher Meinerz

Date: May 26, 2023

XML

Cover	May 30, 2023
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	May 30, 2023
Entity Registrant Name	Alpine 4 Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40913
Entity Tax Identification Number	46-5482689
Entity Address, Address Line One	2525 E Arizona Biltmore Circle
Entity Address, Address Line Two	Suite 237
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85016
City Area Code	480
Local Phone Number	702-2431
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001606698
Amendment Flag	false