Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2020, the Board of Directors (the "Board") of GSRX Industries Inc.
(the "Corporation") approved the appointment of Mr. Shaun Dale to serve as a
director of the Corporation, such appointment to be effective April 23, 2020.
Mr. Dale is the Vice-President of Operations of Chemesis International Inc.
("Chemesis"), which became the majority shareholder of the Corporation pursuant
to an agreement between Chemesis and certain shareholders of the Corporation
(the "Selling Shareholders") whereby Chemesis acquired from the Selling
Shareholders an aggregate of 42,634,124 common shares and 1,000 preferred voting
shares of the Corporation in exchange for an aggregate of 14,875,343 Chemesis
common shares. As a result of the transaction, Chemesis owns approximately
66.29% of the Corporation's outstanding common shares and 100% of its
outstanding preferred voting shares.
There are no arrangements or understandings between Mr. Dale, on the one hand,
and any other persons, on the other hand, pursuant to which Mr. Dale was
selected as a director of the Corporation.
No material plan, contract or arrangement (written or otherwise) to which Mr.
Dale is a party or a participant was entered into or materially amended in
connection with him joining the Board, and Mr. Dale did not receive any grant or
award or any modification thereto, under any such plan, contract or arrangement
in connection with such event, other than the normal cash fees and equity awards
payable to the Corporation's directors.
On April 29, 2020, the Board approved the appointment of Mr. Troy Dooly to serve
as a director of the Corporation, such appointment to be effective April 29,
2020.
There are no arrangements or understandings between Mr. Dooly, on the one hand,
and any other persons, on the other hand, pursuant to which Mr. Dooly was
selected as a director of the Corporation.
Mr. Dooly is not party to any transaction with the Corporation that would
require disclosure under Item 404(a) of Regulation S-K.
No material plan, contract or arrangement (written or otherwise) to which Mr.
Dooly is a party or a participant was entered into or materially amended in
connection with him joining the Board, and Mr. Dooly did not receive any grant
or award or any modification thereto, under any such plan, contract or
arrangement in connection with such event, other than the normal cash fees and
equity awards payable to the Corporation's directors.
Item 7.01. Regulation FD Disclosure.
On May 5, 2020, the Corporation issued a press release announcing the changes
noted above to its board of directors. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this
Item 7.01 by reference.
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