Current Report Filing (8-k)
2022年9月23日 - 3:45AM
Edgar (US Regulatory)
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Greenrose Holding Co Inc.
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2022-09-16
2022-09-16
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2022-09-16
2022-09-16
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2022-09-16
2022-09-16
0001790665
GNRS:Redeemablewarrantsexercisableforsharesofcommonstockatanexercisepriceof11.50pershareMember
2022-09-16
2022-09-16
iso4217:USD
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UNITED STATES
SEURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 22, 2022 (September 16, 2022)
THE GREENROSE HOLDING COMPANY INC.
(Exact name of Registrant as specified in its charter)
Delaware |
|
001-39217 |
|
84-2845696 |
(State or other jurisdiction of |
|
(Commission File Number) |
|
(I.R.S. Employer |
incorporation or organization) |
|
|
|
Identification Number) |
111 Broadway
Amityville, NY 11701 |
|
11701 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (516) 346-6270
Not Applicable
(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 to 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.
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Name of Each Exchange on Which Registered |
Units, each consisting of one share of common stock and one redeemable warrant |
|
OTC Pink |
Common stock, par value $0.0001 per share |
|
OTCQX |
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share |
|
OTCQB |
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of William F. Harley III as Chief
Executive Officer
On September 16, 2022, The Greenrose Holding Company
Inc. (the “Company”) board of directors (the “Board”) held a meeting and, at such meeting, the Board
determined it to be in the best interest of the Company to remove, effective immediately, William F. Harley III as the Company’s
Chief Executive Officer, with thanks to Mr. Harley for his efforts and contributions to the Company to date.
Engagement of SCP as Service Provider with
Respect to the Interim CEO and Interim CEO Support
On September 19, 2022, the Company entered into an engagement agreement
(the “Engagement Agreement”) with SierraConstellation Partners LLC (“SCP”) to provide certain management
services to the Company. As part of the engagement, Timothy Bossidy has been appointed as Interim Chief Executive Officer (the “Interim
CEO”).
Under the terms of the Engagement Agreement, it
is expected that Mr. Bossidy will serve the Company in his role until January 2023, unless the Engagement Agreement is terminated sooner
or extended pursuant to its terms. Under the terms of the Engagement Agreement, SCP and Mr. Bossidy will perform all duties determined
as appropriate by the Board. In exchange for the services rendered under the Engagement Agreement, the Company paid SCP an “evergreen”
$60,000 retainer paid to SCP at the execution of this Agreement (the “Retainer”). The Retainer is to be held by SCP
as an advance towards Services and Reimbursable Expenses (as defined in the Engagement Agreement), including the services of Mr. Bossidy
in the amount of $24,000 per week plus certain other SCP capped services charged at an hourly rate of $995 per hour. Under the Engagement
Letter, SCP agreed to defer one half of the aggregate weekly fees for the 1st four (4) weeks of the engagement.
Timothy Bossidy, 34, is a Managing Director at
SCP and previously served as Chief Operating Officer of MedMen, a publicly traded cannabis multi-state operator, where he and SCP led
an operational turnaround and balance sheet transformation. Mr. Bossidy has previously served in interim management and financial advisory
roles across the cannabis and consumer/retail sectors. Prior to joining SCP, where he founded the firm’s cannabis practice, Mr.
Bossidy served as an investment banker at Goldman Sachs. Prior to joining Goldman Sachs, Mr. Bossidy served as a fixed income analyst
at The Travelers Companies. Mr. Bossidy received a B.A. in Economics and English from the University of Notre Dame and an MBA from Kellogg
School of Management at Northwestern University.
The description of the Engagement Agreement set
forth in this report is qualified in its entirety by reference to the full text of that document, which is attached hereto as Exhibit
10.1.
There are no family relationships between Mr.
Bossidy and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director
or executive officer. Mr. Bossidy has not engaged in any related-person transactions required to be disclosed by Item 404(a) of Regulation
S-K under the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
* |
Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request. |
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.
|
THE GREENROSE HOLDING COMPANY INC. |
|
|
Date: September 22, 2022 |
By: |
/s/ Bernard Wang |
|
Name: |
Bernard Wang |
|
Title: |
Chief Financial Officer |
2
Greenrose (CE) (USOTC:GNRS)
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Greenrose (CE) (USOTC:GNRS)
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から 6 2023 まで 6 2024
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