Item 3.02 Unregistered Sales of Equity Securities.
The relevant information in Item 5.02 on this Current Report on Form 8-K,
regarding the Hussey Stock Option is incorporated herein by reference. The
shares of common stock underlying the Hussey Stock Option were not registered
under the Securities Act of 1933, as amended (the "Securities Act") but
qualified for exemption under Section 4(a)(2) and/or Regulation D of the
Securities Act. The securities were exempt from registration under Section
4(a)(2) of the Securities Act because the issuance of such securities by
Conversion Labs, Inc. (the "Company") did not involve a "public offering," as
defined in Section 4(a)(2) of the Securities Act, due to the insubstantial
number of persons involved in the transaction manner of the issuance, and number
of securities issued. The Company did not undertake an offering or issuance in
which it issued a high number of securities to a high number of persons. In
addition, Mr. Hussey had the necessary investment intent as required by Section
4(a)(2) of the Securities Act since he agreed to, and received, securities
bearing a legend stating that such securities are restricted pursuant to Rule
144 of the Securities Act. This restriction ensures that these securities would
not be immediately redistributed into the market and therefore not be part of a
"public offering." Based on an analysis of the above factors, the Company has
met the requirements to qualify for exemption under Section 4(a)(2) of the
Securities Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Digital Officer
On January 5, 2021 (the "Effective Date"), the board of directors (the "Board")
of Conversion Labs, Inc. (the "Company") appointed Mr. Bryant Hussey as the
Company's Chief Digital Officer (the "Appointment").
Bryant Hussey, age 45
Bryant Hussey combines over 20 years senior and executive level management with
both direct-to-consumer and traditional e-commerce companies. From 2018 to 2020,
he was the Chief Digital Officer for AVS Products, LLC., a direct response
nutraceutical company acting as Playboy's global licensee for sexual wellness
supplements. From 2009 to 2018 he was the Vice President of Marketing for
Atlantic Coast Brands, an omni-channel international beauty company which has
serviced over 10 million customers. Bryant's undergraduate studies were in
Economics at St. Peters University and he also attended New York University
completing professional studies programs in Integrated Marketing.
The Board believes that Mr. Hussey's experience in the direct-to-consumer and
e-commerce companies industries makes him ideally qualified to help lead the
Company towards continued growth and success.
In connection with the Appointment, Mr. Hussey entered into an Employment
Agreement (the "Employment Agreement") with the Company. The Employment
Agreement is for an indefinite term and may be terminated with or without cause.
Mr. Hussey will receive an annual base salary of $250,000.00 and shall be
eligible to earn a performance bonus in such amount, if any, as determined in
the sole discretion of the Board. Pursuant to the Employment Agreement, Mr.
Hussey was granted: (i) a Stock Option (the "Hussey Stock Option") to purchase
up to 200,000 shares of the Company's common stock, scheduled to vest in equal
monthly tranches, based on the passage of time, over the 36 months following the
Effective Date, upon the Company's shareholders approving a bona fide employee
stock option plan; and (ii) a one-time signing bonus of $40,000.00. Upon
termination of Mr. Hussey without cause, the Company shall pay or provide to Mr.
Hussey severance pay equal to his then current monthly base salary for four
months from the date of termination, during which time Mr. Hussey shall continue
to receive all employee benefits and employee benefit plans as described in the
Employment Agreement. As a full-time employee of the Company, Mr. Hussey will be
eligible to participate in all of the Company's benefit programs.
Item 5.02 of this Current Report on Form 8-K contains only a brief description
of the material terms of and does not purport to be a complete description of
the rights and obligations of the parties to the Employment Agreement, and such
descriptions is qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is filed herewith as Exhibits 10.1.
Item 8.01 Other Events.
On January 5, 2021, the Company issued a press release announcing the
Appointment. A copy of the press release is filed hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits
Exhibit No. Exhibit
10.1 Employment Agreement, dated January 5, 2021, by and between
Conversion Labs, Inc. and Bryant Hussey
99.1 Press Release, dated January 5, 2021
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