Current Report Filing (8-k)
14 April 2018 - 6:55AM
Edgar (US Regulatory)
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):
April 9, 2018
DTHERA
SCIENCES
(Exact Name of Registrant as Specified in
Charter)
Nevada
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333-191175
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90-0925768
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(State or Other Jurisdiction of Incorporation)
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Commission File Number
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(IRS Employer Identification No.)
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7310 Miramar Rd., San Diego, CA
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92126
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(858)
215-6360
__________________________________________
(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:
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
x
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.
¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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Effective April 6, 2018, the Board of Directors of Dthera Sciences,
a Nevada corporation (the “Company”), voted to increase the size of the Board from three directors to four directors
and to appoint Steve R. Martin to the Board to fill the resulting vacancy. Mr. Martin accepted the appointment and joined the Board
of Directors effective April 9, 2018.
Biographical Information
Steve R. Martin has served as Chief Financial Officer of AmpliPhi
Biosciences Corporation since January 2016. Mr. Martin served as Senior Vice President and Chief Financial Officer of Applied Proteomics,
Inc., a molecular diagnostics company, from December 2014 to August 2015. From June 2011 to December 2014, Mr. Martin served as
Senior Vice President and Chief Financial Officer of Apricus Biosciences, Inc., a publicly traded pharmaceutical company, and served
as the Interim Chief Executive Officer of Apricus from November 2012 through March 2013. From 2008 to January 2011, Mr. Martin
served as Senior Vice President and Chief Financial Officer of BakBone Software, a publicly traded software company. During his
final 10 months with BakBone until the company’s acquisition in January 2011, Mr. Martin also served as BakBone’s Interim
Chief Executive Officer. During 2007 and 2008, Mr. Martin served as a senior consultant and Acting Chief Accounting Office of Leap
Wireless International which operated Cricket Communications the domestic provider of voice and data communications. From 2005
to 2007, Mr. Martin served as Chief Financial Officer of Stratagene Corporation, a publicly traded research products and clinical
diagnostics company. Mr. Martin’s previous experience also includes serving as Controller with Gen-Probe Incorporated, a
publicly traded molecular diagnostics company, as well as 10 years with Deloitte & Touche LLP, a public accounting firm. Mr.
Martin holds a B.S. degree from San Diego State University and is a certified public accountant (inactive).
In connection with his appointment to the Board of Directors,
Mr. Martin was granted options to purchase up to 250,000 shares of the Company’s common stock. The terms of the options are
as follows: the options vest one-third on the first anniversary of the date of grant; one-third on the second anniversary of the
date of grant; and one-third on the third anniversary of the date of grant; the options have a contractual life of eight years
from the date of grant; and the exercise price is $0.65.
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 hereunto duly authorized.
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Dthera Sciences
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By:
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/s/ Edward Cox
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Name: Edward Cox
Title: Chief Executive Officer
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Date:
April 13, 2017
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