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): February 7, 2017
True Nature Holding, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-53601 | 87-0496850 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
1355 Peachtree Street, Suite 1150 Atlanta, Georgia |
(Address of principal executive offices)
|
(404) 913-1802
(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))
Item 1.01 Entry into a Material Definitive Agreement
On the 17th of February, 2017 the Board of Directors for True Nature Holding, Inc. approved the changing of transfer agents from VStock Transfer, based in Woodmere,New York, to Island Stock Transfer, based in Tampa, Florida. The contact information for Island is: Carl Dilley, President of Island Transfer, 15500 Roosevelt Blvd, Suite 301, Clearwater, FL 33760, (727) 289-0010, www.islandstocktransfer.com. It is expected that the conversion could take up to thirty days from the date of notice to Vstock. There is no significant cost associated with this transfer.
An update on acquisition is provided for informational purposes only:
·
The Company continues to make progress in the due diligence period of the potential Price Choice acquisition previously announced, and expects a closing in Q2 of 2017.
·
During 2016 the Company had a formal letter of intent for the acquisition of a $2.6 million per year compounding pharmacy which has since expired. The Company expects to renew this relationship shortly, under terms essentially the same as previously agreed upon. If an agreement should be consummated it would likely close in late Q2 2017.
·
The Company is currently in negotiations concerning the acquisition of a three (3) unit compounding pharmacy operation in Alabama whose 2016 revenues exceeded $18 million. If an agreement can be reached, it anticipates that a closing could occur in late Q2 of 2017.
Item 3.02, Unregistered Sales of Equity Securities
On February 7, 2017, the Board appointed one (1) additional member to the Board of Directors. The appointed member shall receive the customary 100,000 shares of restricted common stock for their service. The cost to the Company for this issuance is $11,000. The same candidate offered to buy 200,000 shares of restricted common stock at the same time. The consideration for the sale was $22,000, reflecting the closing price of $.11 per share on that day. The transaction has no impact on earnings as the shares were priced at the same cost as the closing price on the date of the purchase.
On the 14th of February, 2017 the Board of Directors for True Nature Holding, Inc. authorized the issuance of restricted common stock to convert amounts owed to a shareholder for consulting services, cash advances and payment of invoices for the benefit of TNTY. This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting the debts which are currently owed and equates to 258,657 shares, for a total cost to the Company of $36,211. This action hereby settles all outstanding past debts owed to the shareholder by TNTY up to February 14, 2017.
On the 14th of February, 2017 the Board of Directors for True Nature Holding, Inc. authorized the issuance of restricted common stock to convert amounts owed to a vendor. This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting $20,000 of debt in outstanding legal fees and expenses which are currently owed as of January 31, 2017, to 142,857 shares, for a total cost to the Company of $20,000.
On the 14th of February, 2017 the Board authorized the issuance of restricted shares to convert the last 3 month’s salary ($4,000 per month for a total owed of $12,000) of 2016 owed to a Director serving as its Interim President. The price per share used was the closing price of $0.14 per share which equates to 85,714 shares of TNTY. This action hereby settles all outstanding past debts owed to the Director by TNTY up to February 14, 2017.
The Board of Directors on December 1st agreed to employ the services of two Business Development individuals issuing them 50,000 shares of restricted common stock each as compensation. Since that time both individuals have informed the Company that they are no longer interested in assisting, and have agreed that the Board of Directors can cancel the shares issued in their names, which had not been delivered.
Based on these issuances, and taking into account the cancellation of shares noted above, the total shares outstanding as of the date of this filing is 17,213,894.
Item 5.02(c) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On the 7th of February, 2017 the Board of Directors for True Nature Holding, Inc. extended a formal invitation to Mr. James C. Czirr to its Board of Directors. Mr. Czirr, age 62, is most recently involved with Galectin Therapeutics, Inc. (NASDAQ:GALT), both personally and as an investment his funds. He served as Chairman of the Board for Galectin from February 2009, and Executive Chairman from February 2010 until January 2016. He now sits on the Board as the representative for their Series B Preferred holders. He is a co-founder of 10X Fund, L.P. and is a managing member of 10X Capital Management LLC, the general partner of 10X Fund, L.P. Mr. Czirr was a co-founder of Galectin Therapeutics in July 2000. Mr. Czirr was instrumental in the early stage development of Safe Science Inc., a developer of anti-cancer drugs; served from 2005 to 2008 as Chief Executive Officer of Minerva Biotechnologies Corporation, a developer of nano particle bio chips to determine the cause of solid tumors; and was a consultant to Metalline Mining Company Inc., now known as Silver Bull Resources, Inc., (AMEX: SVBL), a mineral exploration company seeking to become a low-cost producer of zinc. Mr. Czirr received a B.B.A. degree from the University of Michigan.
Mr. Czirr will be issued the customary 100,000 restricted shares of stock for his services as a member of the Board of Directors. The cost for this issuance was $11,000. In conjunction with his acceptance of the Board position, Mr. Czirr has purchased 200,000 shares of restriction common stock for $22,000, the price per share based on the closing price on that date. The transaction has no impact on earnings as the shares were priced at the same cost as the closing price on the date of the purchase.
On February 14, 2017, the Board of Director appointed Louis Deluca as the Chief Operating Officer of True Nature Holdings, Inc effective immediately. Mr. Deluca, age 58, served as VP of Operations for Mondetta US, Inc. an online apparel designer and retailer, from 2015 to 2016. From 2012-2015, he served as the COO of The Ivory Company, a multichannel home décor retailer based in Atlanta, GA. From 2007 to present, Mr Deluca was the Founder and CEO of Marietta Sign Company, a manufacturer and designer of customer signage based in Atlanta, GA. From 1981 to 2007, he served as Director of Inventory Planning and Sourcing at The Home Depot. He received a Technical Drafting Certificate from Gwinnett Technical College in 1977 and studied Business Management at the University of Phoenix.
Mr. Deluca will be compensated as follows: There is no formal employment contract with Mr. Deluca and he will serve in this position at the will of the Board of Directors. Upon sufficient funding, as determined by the Board of Directors, he will become a full-time employee and his compensation will be a) a base salary of $100,000 per year, and b) a potential performance bonus, subject to Board approval, of up to $100,000. Effective immediately, he will receive a restricted stock grant of 500,000 shares of restricted common stock. The charge to earnings for the issuance was $70,000. The shares are subject to a reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives in order to keep all of the shares. If he fails to remain for the duration or to achieve the management objectives, certain number of the shares will be cancelled. He will also participate in any other executive benefits programs that are made available to other executives of equal statue in the public holding company.
On February 14, 2017, the Board of Director appointed Susanne Leahy as the Chief Finance Officer of True Nature Holdings, Inc effective immediately. Mr Christopher Knauf, will no longer be the Chief Finance Officer of the Company and will now serve solely as the Chief Executive Officer. Ms. Leahy, age 47, served as the SVP of Finance and Operations for Cinedigm (NASDAQ: CIDM) from 2012-2016. From 2000-2012, she served as VP of Finance and Operations for New Video group, a home entertainment distributor company based in New York NY. Ms. Leahy received a BS in Accounting from New York Institute of Technology in 1995.
Ms. Leahy will be compensated as follows: There is no formal employment contract with Ms. Leahy and she will serve in this position at the will of the Board of Directors. Upon funding, she will become a full-time employee and her compensation will be a) a base salary of $100,000 per year, and b) a potential performance bonus, subject to Board approval, of up to $100,000. Effective immediately, she will receive a restricted stock grant of 500,000 shares of restricted common stock. The charge to earnings for the issuance was $70,000. The shares are subject to a reverse vesting that requires her to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives in order to keep all of the shares. If she fails to remain for the duration or to achieve the management objectives, certain number of the shares will be cancelled. She will also participate in any other executive benefits programs that are made available to other executives of equal statue in the public holding company.
Item 7.01 Regulation FD Disclosure
The Company issued a press release on February 27, 2017 discussing the appointment of Mr. Louis Deluca as Chief Operating Officer, as noted in this filing. A copy of those press releases is provided herein as Exhibit 99.1. The Company issued a press release on February 28, 2017 discussing the appointment of Mr. James Czirr as a member of the Board of Directors, as noted in this filing. The Company issued a press release on March 7, 2017 discussing the appointment of Ms. Susanne Leahy as a Chief Financial Officer, as noted in this filing. A copy of those press releases is provided herein as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
| Description |
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| Press release issued by the Company on February 27, 2017 | |
| Press release issued by the Company on February 28, 2017 | |
| Press release issued by the Company on March 7, 2017 |
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 thereunto duly authorized.
| True Nature Holding, Inc. | |
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Date: March 7, 2017 | By: | /s/ Amy Lance |
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| Amy Lance, Board of Directors |
EXHIBIT 99.1
TRUE NATURE HOLDING, INC. EXPANDS EXECUTIVE LEADERSHIP TEAM, APPOINTS CHIEF OPERATING OFFICER
ATLANTA, GA / ACCESSWIRE / February 27, 2017 / The Board of Directors of True Nature Holding, Inc. (OTCQB: TNTY) (the "Company") today announced the appointment of Louis DeLuca as the Chief Operating Officer of the Company, effective February 14, 2017.
Mr. DeLuca, age 58, is a highly accomplished executive operations leader with a proven record of implementing strategies and driving business efficiencies. He has extensive experience in manufacturing, retail and wholesale distribution. DeLuca is accomplished in the design and implementation of policies and procedures, as well as in the assessment of operational needs to impact performance. He has demonstrated strong team building skills across all levels of an organization.
He will be responsible for both due diligence and post-closing integration of operations as acquisitions are completed. “Louis is performance-focused and possesses a depth of operations experience as well as targeted retail and supply chain management knowledge. We believe the Company and our shareholders will benefit from his ability to rapidly scale the business and leverage operational efficiencies as we complete acquisitions;” said Amy Lance, Chairman of the Board of Directors.
Mr. DeLuca has a 25-year track record of operational experience with the Home Depot. Starting in its formative years with only 4 retail stores, he saw the Company through mature growth. As Director of Inventory Planning and Sourcing, he reported directly to the President and implemented many industry changing projects with c-suite impact. Mr. DeLuca reported; "I am honored to accept the offer to serve True Nature Holding, Inc. and its shareholders. This is a natural fit for me because it represents an opportunity to get in on the ground floor and help the Company grow to its full potential.”
DeLuca and all appointed executives will report to the Company’s Board of Directors. Per NASDAQ and NYSE requirements, independent directors must compromise the majority of the board. It should be noted that True Nature Holding, Inc. is governed by a fully independent Board of Directors and intends to maintain a fully independent board into the foreseeable future, especially as the Company plans to complete acquisitions and uplist to the NASDAQ or NYSE later this year.
The Mission of True Nature Holdings, 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.
The Vision of True Nature Holdings, Inc.
To become globally recognized for our best practices focused on driving quality, efficiency, and sustainability in the compounding pharmaceutical industry, natural solutions for healthy living, and novel approaches for delivery of these solutions.
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.
EXHIBIT 99.2
TRUE NATURE EXPANDS BOARD, APPOINTS SENIOR PHARMA EXECUTIVE
ATLANTA, GA / February 28, 2017 / True Nature Holding, Inc. (OTCQB: TNTY) (the "Company") announced that it has appointed Mr. James C. Czirr to its Board of Directors, effective immediately.
Mr. Czirr, age 63, is a seasoned public company executive with experience in both early stage and established companies. He lends his vast business and pharmaceutical expertise to the Board of Directors, fortifying the Company’s ability to build shareholder value through the consolidation of compounding pharmacy businesses. Of note, Czirr is the managing member of an investment fund focused on the strategic financing of emerging pharmaceutical businesses.
With the addition of Mr. Czirr, True Nature’s Board of Directors has grown to four members. “Jim brings a depth of public company experience as well as a targeted pharmaceutical industry perspective, and we will undoubtedly benefit from his ability to skillfully represent the Company to the public and to investors,” said Amy Lance, Chairman of the Board of Directors.
Mr. Czirr stated; “I believe the True Nature Holding strategy is well-timed and represents a rapid growth opportunity in a marketplace shifting toward consolidation.” He continued, “The acquisition and roll-up of compounding pharmaceutical operations per the Company’s business model makes sense economically in a time of price sensitivity to the rising costs drug development, distribution and regulation.”
Mr. James C. Czirr, also known as “Jim,” served as the Chief Executive Officer of Minerva Biotechnologies Corp. Mr. Czirr served as the President of Extol Energy Corporation, a syndicator of oil and gas wells from 1982 to 1988. He served as both a member of the board and Executive Vice President of Business Development at Pro Pharmaceuticals Inc. (AKA Galectin Therapeutics, Inc.) from June 2000 to November 2003. He was an Independent Corporate and Public Relations Consultant for over ten years, working with various companies regarding business strategies, including issues such as organization of production, finance and capital programs, marketing strategies and incentive programs. In 2009, Mr. Czirr organized the 10X Fund LP to provide turnaround financing for Pro-Pharmaceuticals. He served as the Executive Chairman of Galectin Therapeutics, Inc. from February 11, 2010 to January 8, 2016, and as the Chairman of Galectin Therapeutics from February 12, 2009 to February 11, 2010. He continues to serve as a Director of Galectin Therapeutics, Inc. He served as a Director of NACO Industries, Inc. Between 1997 and 2000. Mr. Czirr received a B.B.A. degree from the University of Michigan in 1976 and has completed post-graduate courses at the University of Toledo School of Business Administration, and at the College for Financial Planning from which he received the CFP designation.
The Mission of True Nature Holdings, 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.
The Vision of True Nature Holdings, Inc.
To become globally recognized for our best practices focused on driving quality, efficiency, and sustainability in the compounding pharmaceutical industry, natural solutions for healthy living, and novel approaches for delivery of these solutions.
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.
To learn more about the Company, visit www.truenaturepharma.com.
A one-page investor information document can be viewed at the following link: http://truenaturepharma.com/wp-content/uploads/2017/02/tnty-investor-info-sheet.20170227.pdf
Contact Information:
Mack Leath, 404-913-1802
contact@truenaturepharma.com
SOURCE: True Nature Holding, Inc.
EXHIBIT 99.3
TRUE NATURE APPOINTS NEW CHIEF FINANCIAL OFFICER;
ANNOUNCES CHANGE IN TRANSFER AGENT
ATLANTA, GA / March 7, 2017 / True Nature Holding, Inc. (OTCQB: TNTY) (the "Company") announced today that it continues its investment in new executive talent with the appointment of Ms. Susanne Leahy as the Company’s Chief Financial Officer, effective immediately. Separately, it is informing its shareholders of a change in the transfer agent which will effect all stock transactions.
Ms. Leahy, age 47, is an innovative senior executive with 20+ years of diversified corporate leadership experience, and brings expert and impressive knowledge in both finance and business administration to True Nature Holding, Inc. She will lead the Company’s financial strategy and play a key role in strategic growth initiatives, with a focus on acquisitions and shareholder value.
"Susanne is a high-energy, action-oriented leader with a proven history of creating and executing strategies that drive customer and margin growth with attention to strong revenue, profitability and performance while managing budgets and prioritizing top stakeholder priorities," said Amy Lance, Chairman of the Board of Directors.
Of note, Mr. Christopher Knauf will no longer serve as Chief Financial Officer and will focus solely on serving the Company as Chief Executive Officer.
"It is a pleasure to join such a laser-focused organization with a growing leadership team and a great future," said Leahy. "I look forward to working with the team to help achieve continued success as we gain momentum in closing our first projected acquisition."
About Susanne Leahy:
From 2013 – 2016, Susanne Leahy functioned as the Senior Vice President of Finance and Operations at Cinedigm, a $250M+ publicly held media company. She managed a large team across their corporate spectrum with special focus on audits for SEC and Sox compliance filings, financial analytics, disclosure statements related to GAAP, earnings and performance, adopted processes, impairments, acquisitions; and 10-K/10-Q schedules with supporting narratives.
From 2000-2012, Ms. Leahy worked at New Video Group, a $120M business, where she was VP of Finance & Operations through a period of transformation and extremely profitable growth. Leahy built and managed a 12-person team and held full directive responsibility for finance, operations, accounting, treasury, budgeting, human resources, and IT.
From 1999-2000 Leahy was General Accounting Manager for Bulgari Corporation of America. From 1996-1999 she was Assistant Manager of Passenger Revenue for British Airways. From 1990-1996 she worked as Assistant Payroll Supervisor for the New York Institute of Technology. Ms. Leahy earned her Bachelor's Degree in Accounting from New York Institute of Technology – Old Westbury in 1995.
Announcement in Change of Transfer Agents:
Effective February 17, 2017 the Company’s Board of Directors approved the changing of transfer agents from VStock Transfer in Woodmere, New York to Island Stock Transfer in Tampa, Florida. The contact information for Island is: Abby Lord, agent for Island Stock Transfer, 15500 Roosevelt Blvd, Suite 301, Clearwater, FL 33760, (727) 289-0010, www.islandstocktransfer.com.
The Mission of True Nature Holdings, 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.
The Vision of True Nature Holdings, Inc.
To become globally recognized for our best practices focused on driving quality, efficiency, and sustainability in the compounding pharmaceutical industry, natural solutions for healthy living, and novel approaches for delivery of these solutions.
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.
To learn more about the Company, visit www.truenaturepharma.com.
A one-page investor information document can be viewed at the following link: http://truenaturepharma.com/wp-content/uploads/2017/02/tnty-investor-info-sheet.20170227.pdf
Contact Information:
Mack Leath
404-913-1802
contact@truenaturepharma.com
SOURCE: True Nature Holding, Inc.