8-K

UNITED STATESSECURITIES 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 5, 2018 (December 21, 2017)

True Nature Holding, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-53601	87-0496850
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1355 Peachtree Street, Suite 1150

Atlanta, Georgia

(Address of principal executive offices)

(844) 383-8689

(Registrant’s telephone number, including area code)

(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:

☐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

On March 13, 2018, the Company executed a non-binding letter of intent for the purchase all of the outstanding shareholder interests of Local Pet RX, Inc., (Local Pet RX), based in Jacksonville, Florida, and its affiliates and predecessors. Local Pet RX is a provider of software and services aimed at allowing local pharmacy operators to effective enter the veterinary marketplaces. In conjunction with the letter of intent, the Company has also made an offer to employ its founder, Mr. Jay Morton, as the Company's President and Interim CEO, where his focus will be healthcare technology development and acquisitions. Mr. Morton, age 51, founded Local Pet RX in 2014, where he and four (4) other shareholders have developed a “telemedicine” like application for use by pharmacies and veterinary clinics, aimed at processing orders from the veterinary clinics online, while allowing the end user pet owners to interface with both the veterinary clinic and the filling pharmacy business.

The letter of intent for the acquisition of the Local Pet RX business as currently configured is an all stock exchange of the ownership interests of Local Pet RX from its five (5) shareholders, and assumption of all normal business assets and liabilities. In its current form the Company would issue five hundred thousand (500,000) restricted shares of common stock in exchange for all of the outstanding shares of Local Pet RX.  It would become a wholly owned subsidiary of the Company. All revenue streams existing in Local Pet RX would be retained in the subsidiary to fund its operations and obligations. While a majority of its shareholders have indicated their interest in proceeding with the transaction, they do not currently have 100% consent and due diligence continues on the part of both parties. Mr. Morton's employment is not contingent on closing this acquisition.

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

As of  April 1, 2018  the Company Appointed Mr. Jay Morton to the positions of President and Interim Chief Executive Officer (CEO), effective April 1, 2017. It also has executed a non-binding Letter of Intent (LOI) to acquire 100% of the ownership interest of his previous employer, Local Pet, Inc. (Local Pet RX), its affiliates and predecessors. Local Pet RX is a provider of software and services aimed at allowing local pharmacy operators to effective enter the veterinary marketplaces.

Mr. Morton, age 51, was the founder of Local Pet RX in 2014, where he and four (4) other shareholders have developed a “telemedicine” like application for use by pharmacies and veterinary clinics, aimed at processing orders from the veterinary clinics online, while allowing the end user pet owners to interface with both the veterinary clinic and the filling pharmacy business. From 2012 until 2014 he was a Business Segment Manager for McKesson, a leading provider of pharmacy materials to the retail pharmacy and compounding marketplaces, with emphasis on healthcare IT applications. From 2009 until 2012 Mr. Morton operated ScanMD, a healthcare IT provider in Jacksonville, Florida serving several major hospital operators. In 2002, until 2009, he was Vice President of Endoscopy Sales and Serves for Dessert Medical Services, Inc., an affiliate of Fuji Films. From 1997 until 2002 he held the position of National Sales Manager for Urocor, Inc., a services organization focused on urology practices. From 1992 until 1995 he was a Sales Specialist for M-Pact, Inc., a provider of orthopedic products and services. From 1990 until 1992 he was employed by Physician Sales and Services, Inc., as a Territory Manager for their products and services group. Mr. Morton was awarded a bachelors degree from Florida State University in 1990, and completed an MBA program at University of Phoenix in 2009.

Employment Agreement

Mr. Morton  and the company have entered into an employment agreement with the same terms as all other executives and previously disclosed in a Form 8k filing on March 3, 2017. He is a full time employee and  serves in this position at the will of the Board of Directors and, any cash compensation will be paid only upon sufficient funding to the company, as determined by the Board of Directors. He is a full-time employee and his compensation will consist of a) a base salary of $100,000 per year, and b) a potential performance bonus, subject to Board approval, of up to 100% of the base salary, $100,000. Effective immediately, he will receive a restricted stock grant of 500,000 shares of restricted common stock, subject to certain performance requirements. The charge to earnings for the issuance is based on the closing stock price  on April 1, 2018, his official start date. Based on  the closing price for the shares as of April 1, 2018 of $.10, the charge to earnings will be $50,000. The shares are subject to a reverse vesting that requires him to stay with the company for three (3) years, and achieve certain management objectives to fully earn all the shares.  If he fails to remain for the duration, or fails to achieve the management objectives and milestones, a certain number of the shares will be cancelled. Mr. Morton will also participate in any other executive benefits programs that are made available to other executives of equal statue in the public holding company.

Code of Business Conduct and Ethics

On June 5, 2017 the Board adopted a Code of Business Conduct and Ethics (the “Code”). The Code is applicable to the Company and its affiliates’ directors, officers and employees, as well agents and other parties acting on behalf, or for the benefit, of the Company and/or its affiliates, including Mr. Morton. The Code addresses such individuals’ conduct with respect to, among other things, conflicts of interests, compliance with applicable laws, rules and regulations, compliance with rules to promote full, fair, accurate, timely and understandable disclosure, use of the Company’s assets and corporate opportunities, confidentiality, fair dealing, and reporting and enforcement. This description of the Code is qualified in its entirety by reference to the Code of Business Conduct and Ethics, a copy of which is attached as Exhibit 14.1 to this Form 8-K and is incorporated herein by reference.

The Code of Business Conduct and Ethics adopted on June 5, 2017 is available in the near future on the Company’s website at www.truenaturepharma.com.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Employment Agreement and is qualified in its entirety by reference to the Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

Item 7.01. Regulation FD Disclosure.

On December 21, 2017, the Company issued a press release.  . A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Form of Senior Executive Employment Agreement
99.1	Press Release dated December 21, 2017 Updates on Strategy, Acquisitions and Blockchain / Crypto-currency Potential

SIGNATURE

	True Nature Holding, Inc.
Date: April 5, 2018	By:	/s/ Louis DeLuca
		Name: Louis DeLuca
		Title:   Chief Operating Officer

EX-10.1

Exhibit 10.1

TRUE NATURE HOLDING, INC.

FORM OF SENIOR EXECUTIVE EMPLOYMENT AGREEMENT

This Agreement is made as of the ____________day of ____20__, between the TRUE NATURE HOLDING, INC. a publicly traded company incorporated in the State of Delaware (“Employer”), and ___________, residing at _______________(“Employee”).

WHEREAS, the Employer, the authorized representative of the Employer, desires to employ ____________ as the _____________of the Employer; and

WHEREAS, the parties have reached an agreement as to the terms of said employment as more fully set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants, terms and conditions as hereinafter set forth, the parties hereby agree as follows:

1.  Nature of Services and Duties. 

a.  Effective ________, 20__, Employee shall serve in the position of _______. 

b.  At all times during the term of this Agreement, Employee shall use his/her best efforts and apply his/her skill and experience to the proper performance of his/her duties hereunder and to achieve the goals set forth herein.  Employee shall be directly accountable to and work under the authority and direction of the Chairman of the Board of Directors (“Chairman”), or any “Designee” the Chairman shall direct the Employee to report to, and shall report through such offices as may be directed by the Chairman, or their Designee, from time to time.  Employee shall perform such executive, managerial and administrative duties and services as are customary for a _____ and such further executive duties as may be specified from time to time by the Chairman, or their Designee, including without limitation:

i.  [DUTIES DESCRIPTION APPROPRIATE FOR ROLE AND TITLE]

ii.  [CONTINUED DUTIES DESCRIPTION]

iii.  [CONTINUED DUTIES DESCRIPTION, ETC.]

2.  Term.  This Agreement shall be effective from __________, ___ 20__, (“the Commencement Date”), through _____________, (“the Termination Date”), unless amended by subsequent written agreement of the parties or terminated as provided herein.  The Employee shall be considered a full-time employee as of the Commencement Date and will serve at the will of the Board of Directors (“Board”).

3.  Compensation. 

(a)  Employee shall be paid an annual base salary of One Hundred Thousand ($100,000) Dollars payable in accordance with the Employer’s standard payroll procedures, with a performance and salary review to be conducted annually, at which time the Employee’s salary shall be adjusted in accordance with applicable compensation policies.

(b)  In addition, Employee shall be eligible to receive a bonus target of 100% of base compensation commencing fiscal year 20___, if approved by the Compensation Committee in its sole discretion.

(c)  The Employee agrees that their Compensation will accrue from the Commencement Date of this agreement until such time as the Company, as determined by the Board, has sufficient funding.

(d)  The Employee may receive certain grants of Restricted Common Stock, and those grants may be subject to certain vesting, or reverse vesting, conditions, including, but not limited to the tenure of the Employee, or achievement of certain objectives, as more further defined in a Restricted Stock Grant Agreement, and generally under the terms as noted below:

1. Grant of Restricted Stock.  True Nature Holding, Inc. (the “Company”) hereby grants to Grantee an Award of shares of Restricted Common Stock of the Company (collectively, the “Restricted Stock”) pursuant to reverse vesting terms.  The Restricted Stock granted pursuant to the Award shall be immediately issued in an escrow account the name of the Grantee, and released as reverse vesting expires. Any unearned Restricted Stock granted shall be cancelled in the event the Employee is terminated by the Employer.

2.  Vesting is as follows:

a)  100,000 shares once the Employee has been with the Employer for 90 days from the effective date of this agreement;

b)  100,000 restricted stock shares once the Employer completes a capital raise of $2,000,000;

c)  100,000 restricted stock shares once the Employee has been with the Company for 365 days from the effective date of this agreement;

d)  100,000 restricted stock shares once the Employer files a 10K that reports $20,000,000 in Gross Revenue;

e)  100,000 restricted stock shares once the Employee has been with the Employer for 730 days from the effective date of this agreement;

f)  In the event of a change in control of the Company, any remaining unvested shares will immediately vest upon change of control of the Company.

3. Restrictions on Transfer. The Shares of Restricted Stock issued under this Agreement may not be sold, transferred or otherwise disposed of and may not be pledged or otherwise hypothecated until all restrictions on such Restricted Stock shall have lapsed. The shares are subject to certain reverse vesting terms and can only be release with an opinion of company counsel.

4.  Termination. Employee’s employment hereunder may be terminated by Employer under the following circumstances:

(a) a vote of the majority of the members of the Board of Directors;

(b) upon any violations of the Securities laws;

(c) Upon incapacity or inability to perform all the duties set forth in this Agreement due to mental or physical disability;

If Employee’s employment is terminated by virtue of any of the events described in paragraph (a), (b), or (c) Employee shall be entitled only to compensation though the date of such termination and any restricted stock grants that have not vested shall be cancelled.

5.  Confidentiality and Proprietary Information. Employee acknowledges that he/she will be exposed to confidential information of the Employer, which includes confidential information of True Nature Holding, Inc., and other operations and activities.  Confidential information includes, but is not limited to, data relating to the Employer’s operations, customer information, financial data, computer programs, architectural drawings, marketing plans and information, operating procedures and the like, or any other information of the business affairs of True Nature.

Employee shall not, directly or indirectly, use, disseminate, disclose, or in any way reveal or use beyond the scope of authority granted by the Employer all or any part of such Confidential Information, which he/she has been or will be exposed to, and shall use such Confidential Information only to the extent specifically authorized by the Employer.

Upon termination of this Agreement for any reason whatsoever, Employee shall turn over to the Employer all Confidential Information. Employee acknowledges that the Employer may exercise any and all remedies available to it at law or in equity to enforce this Agreement with respect to non-disclosure of any Confidential Information, which Employee has or will become privy to in the performance of its obligations under this Agreement.  The parties acknowledge that this provision shall survive the termination of the Agreement.

6.  Work Product

Any programs, systems, plans, software, hardware, devices, and ideas developed by Employee or anyone in the Employee’s Department during the period of Employee’s employment from the date of original hire shall be the exclusive property of the Employer.

7.  Covenant Not to Compete. 

(a)  Employee agrees that during the terms of this Agreement he shall devote his full business time, energy, skill, labor, and attention to the affairs of the Employer and its affiliates or subsidiaries, shall promptly and faithfully do and perform all services pertaining thereto that are or may hereafter be required of him by the Employer, and shall not engage in any activities, directly or indirectly, involving a conflict of interest with the business or relations of the Employer or its affiliates or subsidiaries.

(b)  Employee recognizes that the business of the Employer and its affiliates or subsidiaries are national and international in scope and that the services to be performed hereunder and the methods employed by the Employer or its affiliates or subsidiaries are such as will place Employee in close business and personal relationship with competing businesses of the Employer or its affiliates or subsidiaries.  Therefore, from and after the date of this Agreement and for one year after expiration of this Agreement or termination of this Agreement, Employee shall not, directly or indirectly, for his own benefit or for, with, or through any other person, company, or competitive company to Employer, within the states of Georgia own, manage consult, or be connected with, as owner, partner, joint venture, director, employee, officer, consultant, or in any other capacity whatsoever, engage in any business which is the same as, similar to or competitive with any business activities of the Employer.  “Business” is defined as any compounding retail pharmacy activity.  Employee acknowledges that the restrictive covenants (the “Restrictive Covenants’) contained in this Section are a condition of his employment and are reasonable and valid in geographical and temporary scope and in all other respects.  If any court determines that any Restrictive Covenants, or any part of the Restrictive Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion.  If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid and unenforceable because of geographic or temporal scope of such provision, such court shall have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

(c)  If Employee breaches, or threatens to breach, any of the Restrictive Covenants, the Employer, in addition to and not in lieu of any other rights and remedies it may have at law or in equity, shall have the right to injunctive relief; it being acknowledged and agreed to by Employee that any such breach or threatened breach would cause irreparable and continuing injury to the Employer and that money damages would not provide an adequate remedy to the Employer.

8.  Miscellaneous.

(a)  Employee represents to Employer that there are no restrictions or agreements to which he is a party which would be violated by his execution of this Agreement and his employment hereunder.

(b)  No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by both parties.

(c)  Employee shall have no right to assign, transfer, pledge or otherwise encumber any of the rights, nor to delegate any of the duties created by this Agreement.

9.  Governing Law.

This Agreement is subject to and shall be interpreted in accordance with the laws of the State of Delaware.

EXECUTED, as of the date first written above.

EMPLOYER	EMPLOYEE
By: ________________________________	By: ____________________________
Date: ______________________________	Date: ______________________________

EX-99.1

Exhibit 99.1

True Nature Updates On Strategy, Acquisitions and Blockchain / Cryptocurrency Potential

ATLANTA, GA / ACCESSWIRE / December 21, 2017 / True Nature Holdings, Inc. (OTCQB: TNTY) (the "Company") today releases this update to its shareholders on its strategy, including potential acquisitions, financing prospects, and its position regarding plans to participate in the Cryptocurrency and Blockchain space.

Dr. Jordan Balencic, Chairman, and interim CEO provided the following updates, saying, "First, in alignment with our current business model, we have three (3) near-term acquisition prospects at this time. The smallest is an asset acquisition involving the operating assets of a compounding pharmacy operation near West Palm Beach, Florida. Management sees this as a low-cost entry point into the veterinary and equine part of the compounding industry. Due diligence is proceeding and would be subject to both financing, and the issuance of a license for the operation of the pharmacy in this specific site."

"Secondly, we have had some discussions with a group of investors who hold interests in a set of clinics, diagnostic facilities, and pharmacies, generally in Florida, mostly in the Dade and Broward county markets." Management states that the investors who hold the interests believe that the pro-forma financials for the combined operations would exceed $29 million in FY2017. The group would be "assembled" through a series of transactions, each involving both license transfer, and insurance and other regulatory approvals. The consideration would be a combination of stock and cash and would involve the use of debt for operating capital, and in an "earn-out" like fashion. The accountants and legal counsel for the existing operations are currently generating the documents needed to fully evaluate this group and its potential integration into the Company.

Dr. Balencic continued, "We have continued conversations with other pharmacy operators with whom we have had long-term relationships, and subject to terms and financing, could move on those in early 2018 as well as the others previously mentioned." When asked about financing prospects, he replied, "We have a preliminary document from a potential financing partner, and in general it would be a purchase of straight equity, likely common stock, likely for 20% or more of the equity of the Company, at a premium to the trading price today, and could close quickly, assuming we get in a position to point to a specific set of transactions. Let me be clear, these are early-stage conversations, and no definitive agreement is in place at this time."

Lastly, Dr. Balencic addressed the large interest in the market for the Company to establish a plan to participate in the Cryptocurrency and Blockchain space. "Given my background in clinical medicine, I receive several inquiries per week from individuals asking if we are looking at blockchain as it applies to healthcare. These inquiries have led us to conduct a significant amount of research into how the Company can participate in this disruptive space and, as a result, we are looking at a number of potential situations."

Blockchain technology has the potential to transform healthcare, placing the patient at the center of the healthcare ecosystem and increasing the security, privacy, and interoperability of health data. Management reports that they are fielding inquiries from blockchain technologists who believe that they can build bitcoin-like security solutions to the pharmacy delivery system. Should any of these prove feasible in the near term, the Company will seek to immediately embrace a reasonable and practical approach.

Dr. Balencic discussed potential applications for blockchain technology stating, "Blockchain has shown its usefulness in managing data transactions on a decentralized system. As it applies to the True Nature's strategy, management recognizes opportunities for drug traceability where each transaction between drug manufacturers, wholesalers, pharmacists, and patients can be tracked to verify and secure drug product information important for tackling issues such as counterfeit drugs and the distribution of controlled substances to combat the opioid epidemic. Additionally, we foresee a future of better inventory management and control allowing for a more proactive approach to minimizing drug shortages." Dr. Balencic continued, "We are critically evaluating our business model and plan to adapt or even pivot if necessary in order to bring revenue into the Company in 2018. We plan to think bigger, embrace healthcare disruption, and look at blockchain as it applies to healthcare with a more open mind. In recognizing the challenges ahead, please consider this an invitation to all who are interested in collaborating with us in this space to bring value to both the world and our shareholders."

The Mission of True Nature Holding, Inc.

To unlock the potential of the compounding pharmacy industry to improve human and animal health, serve unmet patient needs, elevate the dignity of skilled pharmacists, and build shareholder value through the delivery of quality, cost-effective, and innovative healthcare products and pharmaceuticals to the world.

Statement Under the Private Securities Litigation Reform Act

As contemplated by the provisions of the Safe Harbor section of the Private Securities Litigation Reform Act of 1995, this news release contains forward-looking statements pertaining to future, anticipated, or projected plans, performances, and developments, as well as other statements relating to future operations. All such forward-looking statements are necessarily only estimates or predictions of future results or events and there can be no assurance that actual results or events will not materially differ from expectations. Further information on potential factors that could affect True Nature Holding, Inc. is included in the Company's filings with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements.