8-K

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 9, 2022

4FRONT VENTURES CORP.

(Exact name of registrant as specified in its charter}

British Columbia	000-56075	83-4168417
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5060 N. 40th Street, Suite 120

Phoenix, Arizona 85018

(Address of principal executive offices including zip code)

(602) 633-3067

(Registrant’s telephone number including area code)

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))

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

Title of each class	Trading Symbol	Name of exchange on which registered
N/A	N/A	N/A

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

Thut Resignation as Chief Financial Officer

On June 9, 2022, Mr. Andrew Thut resigned his position as Interim Chief Financial Officer of the Company. Mr. Thut joined the Company in October 2014 as its Chief Investment Officer and was appointed to the position Interim Chief Financial Officer (in addition to his position as Chief Investment Officer) effective July 1, 2021. Mr. Thut will continue to serve as the Company’s Chief Investment Officer. Mr. Thut’s resignation from this position was not in connection with any known disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including accounting principles and practices.

Adams Appointment as Chief Financial Officer

Effective June 9, 2022, the Company’s board of directors appointed Keith Adams, age 63, as the Company’s Chief Financial Officer.

From November 2019 to present, Mr. Adams was the chief financial officer of LP-KP IP Holdings, LLC d/b/a Loudpack, a privately-held California vertically integrated cannabis company. From July 2018 to November 2019. Mr. Adams worked as the chief accounting officer of DionyMed Brands, Inc. (OTCMKTS: DYMEF), a multi-state cannabis brand, distribution and delivery platform supporting cultivators, manufacturers and brands in both medical and adult-use markets. From May 2016 to June 2018, Mr. Adams was the Chief Financial Officer at Efficient Power Conversion, a provider of gallium nitride (GaN)-based power management technology. Mr. Adams is licensed as a Certified Public Accountant and Certified Management Accountant. He also holds a Bachelor of Business Administration in Accounting from University of Wisconsin-Oshkosh.

There are no arrangements or understandings between Mr. Adams and any other persons pursuant to which he was appointed as an officer of the Company. Mr. Adams has no family relationships with any of the Company’s directors or executive officers, and, other than as described above, Mr. Adams does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment as Chief Financial Officer, Mr. Adams executed an offer letter pursuant to which the Company and Mr. Adams will enter into an employment agreement at a later date, with proposed terms that Mr. Adams would be entitled to an annual base salary of $275,000, eligible to earn year-end performance bonuses with a target bonus opportunity of 50% of his base salary, and an initial equity grant of 1,250,000 shares of the Company’s Subordinated Voting Shares, no par value per share, which would begin vesting in one-third increments beginning on the first anniversary of Mr. Adam’s first year of employment with the Company.

Feltham Termination

Effective June 14, 2022, the Company determined that the position of Chief Operating Officer was not needed at the present time, in order to further streamline the Company’s internal reporting structure. As such, Joseph Feltham was relieved of his duties as Chief Operating Officer of the Company, and a replacement for his position will not be pursued. The removal from employment of Mr. Feltham was not in connection with any known disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including accounting principles and practices.

In connection with his removal from the Company, Mr. Feltham and the Company have begun negotiations for the entry into a Separation, Transition, and Release of Claims Agreement (the “Feltham Separation Agreement”). Pursuant to the terms proposed by the Company for the Feltham Separation Agreement, Mr. Feltham will continue to receive a base salary of $11,538.46 bimonthly through December 31, 2022, and will retain the right to exercise previously vested options held by Mr. Feltham.

Item 8.01 Other Events.

On June 9, 2022, in connection with Mr. Adams’ appointment as Chief Financial Officer, the Company issued a press release, a copy of which is attached as Exhibit 99.1.

 In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated June 9, 2022

SIGNATURE

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.

	4FRONT	VENTURES CORP.
Date: June 15, 2022		/s/ Leonid Gontmakher
		Leonid Gontmakher
		Chief Executive Officer

EX-99.1

Exhibit 99.1

 

4Front Ventures Makes Several Key Senior Leadership, Board of Directors Appointments

Appointments include Chief Financial Officer, General Counsel, President of California Operations, Executive Vice President and Two Additional Board Members

PHOENIX, June 9, 2022 /CNW/ - 4Front Ventures Corp. (CSE: FFNT) (OTCQX: FFNTF) ("4Front" or the "Company"), a vertically integrated, multi-state cannabis operator and retailer, announced several key leadership appointments, including a new Chief Financial Officer, Executive Vice President, General Counsel, President of California Operations and two additional Board members.  

4Front has added Keith Adams as chief financial officer; Christopher Wimmer as general counsel; Ray Landgraf as president of California Operations; Brandon Mills as executive vice president; and Robert Hunt and Amit Patel as new board members. Andrew Thut, who served as interim chief financial officer, will remain in his original capacity as chief investment officer for the Company. These appointments are in line with 4Front's action-centered leadership approach to ensure the Company is best positioned for long-term growth.

"I am excited to announce our new senior leadership and board appointments, which strengthen our leadership team and enable us to drive growth forward for our business," said Leo Gontmakher, CEO of 4Front. "This exceptional team is composed of bright, promising leaders who share an unwavering passion for cannabis, and each member brings an impeccable track record of building strong companies. I am confident that each appointee will make significant, tangible contributions to our Company and culture. As we continue to lead the industrial revolution of cannabis, these people will help fortify our position as the leading producer in low-cost, high-quality cannabis CPG, and I look forward to working closely with them."

4Front Chief Financial Officer Keith Adams

Keith Adams served as the chief financial officer of LPF Holdco, LLC d/b/a Loudpack, one of California's leading privately held, vertically integrated cannabis companies, famous for its award-winning cannabis brands, which was acquired by Harborside Inc. in April 2022. With more than 30 years of experience in accounting and finance, Adams has a successful track record of scaling companies, driving profitability and raising equity and debt. After serving as CFO and driving growth in a variety of tech start-ups – from hardware, SaaS and ecommerce to pharma, manufacturing and food industries – and reaching successful exits, Adams made his foray into cannabis in 2018, serving as chief accounting officer at DionyMed, a multi-state cannabis brands, distribution and delivery platform supporting cultivators, manufacturers and award-winning brands across medical and adult-use markets. Adams is a licensed CPA and CMA and received a Bachelor of Business Administration in Accounting from University of Wisconsin Oshkosh. 

4Front General Counsel Christopher Wimmer

Christopher Wimmer served as in-house vice president of legal at Agrify Corporation, where he provided legal advice on all aspects of this publicly traded cannabis cultivation and extraction equipment company. Wimmer has 17 years of diverse experience as an attorney, and he has been in the cannabis industry for four years – two of which he has spent as in-house legal counsel – assisting in acquisitions, partnerships, wholesale purchases, IP licensing, HR matters and litigation. Also, from 2019 to 2020 Wimmer was a pro bono attorney for social equity cannabis businesses, providing free legal information to employees and customers. Wimmer is licensed to practice in California and is a member of the bars of the Supreme Court of the United States, U.S. Courts of Appeal for the Second and Ninth Circuits, and the U.S. District Courts for the Northern and Eastern Districts of California and Eastern District of New York. Wimmer is a U.C. Berkeley and Columbia Law School graduate and former clerk to Hon. Jack B. Weinstein.

4Front President of California Operations Ray Landgraf

Ray Landgraf was the founder and CEO of Island Cannabis Co. ("Island"), a premier California cannabis brand and consumer-products business. Before founding Island, he served as vice president of global business development and head of authentication and verification solutions for Dun & Bradstreet, and has held leadership positions at Credibility Corp., which was acquired by DNB for $360M; Reply!, MerchantCircle, Viking Asset Management and Fisher Investments. Also, he is an active investor and advisor at several private technology companies including Kaya Ventures, Eaze, Emotive, Indigo, LeafLink and Malbec Labs, which was acquired by Facebook. He holds a B.S. in Business Administration with a Corporate Finance emphasis from the Marshall School of Business at the University of Southern California.

4Front Executive Vice President Brandon Mills

 Brandon Mills served as president and chief operating officer of Island. With his strong entrepreneurial and C-Suite background, Mills brings expertise in corporate strategy, operations, technology, product and data in both public and private operating environments. In addition to his role at Island, Mills has served as: co-founder and head of product for true[x], an advertising technology platform acquired by 21^st Century Fox for $200M in 2014; founder and CEO of BlockBeacon, a mobile marketing platform acquired by Credibility Corp in 2012; and vice president and general manager of Dun & Bradstreet, where he was responsible for the global portfolio of credibility, credit and risk products within in its high-growth emerging business division. He holds a Bachelor of Science in Structural Engineering from the University of California, San Diego.

4Front Board Member Robert Hunt

Robert Hunt has more than 15 years of experience in the cannabis industry, serving as an attorney, consultant and entrepreneur. Since January 2018, Hunt has been a managing member of Linnaea Holdings, a California-based cannabis-focused private equity and operating company hybrid venture, and since January 2017, Hunt has been a managing member of Shingle Hill, a boutique cannabis consulting firm. From June 2016 to December 2016, he was employed as president of Teewinot Life Sciences, a cannabinoid producer, and before that, from August 2014 to May 2016, Hunt was a general partner of Tuatara Capital, L.P., a private equity firm focused on the cannabis industry. In addition, Hunt has served on a number of boards of directors, including several in the cannabis industry: New Dia Fenway, LLC; Ardent, Inc.; Wow Organics; and Canna Click, LLC. Hunt holds a Bachelor of Arts from the University of Vermont and a Juris Doctor from Suffolk University Law School.

4Front Board Member Amit Patel

Amit Patel brings to the 4Front Board a wide range of experience in investment management, investment banking, and the management and oversight of operating companies, including companies undergoing strategic transformations. Mr. Patel has served as managing partner of Paceline Partners since January 2016 and oversees the firm's investment activities. Prior to that he worked at Houlihan Lokey for over 15 years, last serving as managing director for the company's principal investment fund and in the Financial Restructuring Group. Mr. Patel also served as a board member of LPF Holdco, LLC d/b/a Loudpack, before it was acquired by Harborside Inc. He chaired Loudpack's compensation committee and was a member of the company's audit committee. Earlier in his career, Mr. Patel worked at Goldman Sachs Group, Inc.'s Special Situations Group and held various operating roles at PRAM Filtration Corp. Mr. Patel holds a Bachelor of Science from the Wharton School of the University of Pennsylvania.

About 4Front Ventures Corp.

4Front Ventures Corp. ("4Front" or the "Company") (CSE: FFNT) (OTCQX: FFNTF) is a national, vertically integrated multi-state cannabis operator that owns or manages operations and facilities in strategic medical and adult-use cannabis markets, including California, Illinois, Massachusetts, Michigan and Washington. Since its founding in 2011, 4Front has built a strong reputation for its high standards and low-cost cultivation and production methodologies, earned through a track record of success in facility design, cultivation, genetics, growing processes, manufacturing, purchasing, distribution and retail. To date, 4Front has successfully brought to market more than 20 different cannabis brands and over 1,800 products, which are strategically distributed through its wholly owned-and-operated Mission dispensaries and retail outlets in its core markets. As the Company continues to drive value for its shareholders, its team is applying its decade of expertise in the sector across the cannabis industry value chain and ecosystem. For more information, visit https://4frontventures.com/.

View original content to download multimedia:https://www.prnewswire.com/news-releases/4front-ventures-makes-several-key-senior-leadership-board-of-directors-appointments-301564939.html

SOURCE 4Front

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2022/09/c7500.html

%CIK: 0001627883

For further information: 4Front Investor Contacts: Andrew Thut, Chief Investment Officer, IR@4frontventures.com; Brian Pinkston, MATTIO Communications, brian@mattio.com, 703-926-9159; Media Contact: Ellen Mellody, MATTIO Communications, ellen@mattio.com, 570-209-2947

CO: 4Front

CNW 08:00e 09-JUN-22

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Cover	Jun. 09, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 09, 2022
Entity File Number	000-56075
Entity Registrant Name	4FRONT VENTURES CORP.
Entity Central Index Key	0001783875
Entity Tax Identification Number	83-4168417
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	5060 N. 40th Street
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85018
City Area Code	602
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
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