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): June 13, 2023
SALONA GLOBAL MEDICAL DEVICE CORP.
(Exact name of registrant as specified in its charter)
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British Columbia |
333-255642 |
Not Applicable |
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(State or other jurisdiction |
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(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
6160 Innovation Way
Carlsbad, California, United States 92009
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (800) 760-6826
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act: None
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.
The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2023, Salona Global Medical Device Corporation (the "Company") exercised its right to terminate the employment of Luke Faulstick as the Company's President and Chief Executive Officer. Mr. Faulstick will continue as a member of the Company's Board of Directors.
On June 13, 2023, upon terminating Mr. Faulstick, the Company appointed Michael Seckler, 58, to the position of Interim Chief Executive Officer, effective immediately. From October 2022 through May 2023, Mr. Seckler served as Chief Operating Officer and from March 2020 through September 2022 served as Senior Vice President Operations of FerGene, a gene therapy company affiliated with Ferring International Center, SA , a Swiss multinational biopharmaceutical company ("Ferring"). From June 2017 through February 2020, Mr. Seckler was Vice President Global Marketing and Communications at Ferring.
In connection with Mr. Seckler's appointment as Interim Chief Executive Officer, he will be paid an annual salary of US$100,000 and variable compensation based on incentives of up to US$200,000 annually. Additionally, he has been granted options under the Company's Stock Option Plan to acquire an aggregate of 250,000 Common Shares of the Company, over a three-year period, vesting 1/3 per year for three years, at an exercise price of CAD$0.25 per share. The options and underlying Common Shares are subject to a four-month and one day hold period pursuant to the rules of the TSX Venture Exchange. In addition, Mr. Seckler will be eligible to participate in the benefit programs generally available to executive officers of the Company.
There are no arrangements or understandings between Mr. Seckler and any other persons pursuant to which he was selected as Interim Chief Executive Officer. There are also no family relationships between Mr. Seckler and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On June 2, 2023, the Company terminated the employment of Joseph Martinez, but Mr. Martinez continues to be available to the Company on an hourly basis as a consultant pursuant to the terms of a consulting agreement, and on June 13, 2023 he ceased to hold the titles of Senior Vice President, Legal & Compliance, General Counsel and Secretary of the Company.
Item 8.01 Other Information.
On June 14, 2023, the Company issued a press release regarding the information contained in this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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Press Release of Salona Global Medical Device Corporation dated June 14, 2023. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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SALONA GLOBAL MEDICAL DEVICE CORPORATION |
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Date: June 20, 2023 |
By: /s/ Dennis Nelson |
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Name: Dennis Nelson |
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Title: Chief Financial Officer |
Salona Global Appoints Michael Seckler, Medical Sales & Marketing Senior Executive, as Interim CEO;
Adjusts Management Team with a Focus on Cash Flow
San Diego, California (June 14, 2023) Salona Global Medical Device Corporation ("SGMD", "Salona Global" or the "Company") (TSXV:SGMD) is pleased to announce the appointment of Michael Seckler as interim CEO, effective June 13, 2023. Mr. Seckler has a long and successful track record as a senior executive of Ferring Pharmaceuticals, a multi-billion dollar company based in Switzerland, where he was the General Manager of its Canadian subsidiary before being promoted to Vice President of Global Marketing and Corporate Communications. He was most recently a senior executive of FerGene, a Ferring subsidiary focused on gene therapy.
With the addition of Lana Newishy as Vice Chair of the Board, the Company has completed its goal of adjusting the management team with a focus on cash flow and debt service as a priority. Mr. Faulstick remains a non-executive director of the Board.
"We continue to add to our board and team as we integrate the Biodex asset and look beyond to our next stage of growth," said Les Cross, Non-Executive Chairman. "I want to personally thank Luke for his management tenure at Salona. He took a small business in SDP and helped lead the Company through a crucial period of important acquisitions and revenue growth. Clearly our first priority now is generating cash flow from operations and restructuring our debt. With the addition of Mike Seckler, we can also focus on increasing revenues. Mike has a strong background in global medical sales and marketing on a larger scale and I am looking forward to his help in focusing on our five engines of growth and getting back to the momentum we had in 2022."
In connection with his appointment as interim CEO, Mr. Seckler has been granted options under the Company's Stock Option Plan to purchase up to 250,000 common shares, vesting equally over a three year period, with a term of five years and an exercise price of $0.25. The options and underlying common shares are subject to a four month and one day hold period pursuant to the TSX Venture Exchange.
In connection with overhead cost reduction measures, Joseph Martinez (former Senior Vice President, Legal & Compliance, General Counsel and Secretary) is no longer working full time for the Company, but continues to be available on an hourly consulting basis.
For more information please contact:
Mike Seckler
Interim Chief Executive Officer
Tel: 1 (800) 760-6826
Email: Info@Salonaglobal.com
Additional Information
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this press release constitute "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. These statements can be identified by the use of forward-looking terminology such as "expects" "believes", "estimates", "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", and "anticipate", and similar expressions as they relate to the Company.
All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Salona cautions that the forward-looking statements contained herein are qualified by important factors that could cause actual results to differ materially from those reflected by such statements. Such factors include but are not limited to the general business and economic conditions in the regions in which Salona operates; the ability of Salona to execute on key priorities, including the successful completion of acquisitions, business retention, and strategic plans and to attract, develop and retain key executives; difficulty integrating newly acquired businesses; ongoing or new disruptions in the supply chain, the extent and scope of such supply chain disruptions, and the timing or extent of the resolution or improvement of such disruptions; the ability to implement business strategies and pursue business opportunities; disruptions in or attacks (including cyber-attacks) on Salona ' s information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behavior to which Salona is exposed; the failure of third parties to comply with their obligations to Salona or its affiliates; the impact of new and changes to, or application of, current laws and regulations; granting of permits and licenses in a highly regulated business; the overall difficult litigation environment, including in the United States; increased competition; changes in foreign currency rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods used by Salona; the occurrence of natural and unnatural catastrophic events and claims resulting from such events; www.sec.gov, and with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect Salona in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Salona does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.