Current Report Filing (8-k)
24 September 2020 - 6:51AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): September 23, 2020 (September 15, 2020)
MJ
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-55900
|
|
20-8235905
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
1300
South Jones Blvd., Suite 104, Las Vegas, NV 89146
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: 702-879-4440
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 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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, $0.001 par value per share
|
|
MJNE
|
|
OTC
Markets “PINK”
|
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. [ ]
Forward-looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements can generally be identified by our use
of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,”
“estimate,” “believe,” “continue,” or other similar words. Readers of this report should be
aware that there are various factors that could cause actual results to differ materially from any forward-looking statements
made in this report. Factors that could cause or contribute to such differences include, but are not limited to, changes in general
economic, regulatory and business conditions in Colorado, and or changes in U.S. Federal law. Accordingly, readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
September 15, 2020, the Company entered into Employment Agreements (the “Agreements”) with Messrs. Balaouras,
Bloss and Moyle. The Agreements became effective as of September 15, 2020.
Paris Balaouras Employment Agreement
Under the terms of the Balaouras Agreement,
the Employee shall serve as the Company’s Chief Cultivation Officer for a term of three (3) years (the “Term”)
commencing on September 15, 2020. The Employee shall receive a base salary of $105,000 annually, shall be eligible to receive an
annual discretionary bonus during the Term, based on performance criteria determined by the board of directors of the Company
in its sole discretion, in amount equal to up to 100% of Employee’s base salary for the then current fiscal year, shall
be eligible to receive an annual discretionary stock grant during the Term which shall be vested in equal increments of 1/3rd
each over a three year period beginning on the first anniversary of employment, shall be eligible to receive a compensatory
stock grant of 667,000 shares for and in consideration of past compensation (approximately $500,000 over the past 2.5 years) foregone
by Employee; such grant exercisable at Employee’s option as such time as Employer is profitable at the NOI level on a trailing
twelve (12) month basis or upon other commercial reasonable terms as the Board may determine and shall be awarded options to purchase
500,000 shares of the Company’s common stock, exercisable at a price of $.75 per share.
Roger Bloss Employment Agreement
Under the terms of the Bloss Agreement,
the Employee shall serve as the Company’s Interim Chief Executive Officer for a term of six (6) months as the Chief Executive
Officer and for an additional two (2) years and six (6) months as the Chief Executive Officer for a total of three (3) years (the
“Term”) commencing on September 15, 2020. The Employee shall receive a base salary of $105,000 annually, shall be eligible
to receive an annual discretionary bonus during the Term, based on performance criteria determined by the board of directors of
the Company in its sole discretion, in amount equal to up to 100% of Employee’s base salary for the then current fiscal
year, shall be eligible to receive an annual discretionary stock grant during the Term which shall be vested in equal increments
of 1/3rd each over a three year period beginning on the first anniversary of employment and shall be awarded options
to purchase 500,000 shares of the Company’s common stock, exercisable at a price of $.75 per share.
Bernard Moyle Employment Agreement
Under the terms of the Moyle Agreement,
the Employee shall serve as the Company’s Secretary/Treasurer for a term of three (3) years (the “Term”) commencing
on September 15, 2020. The Employee shall receive a base salary of $60,000 annually, shall be eligible to receive an annual discretionary
bonus during the Term, based on performance criteria determined by the board of directors of the Company in its sole discretion,
in amount equal to up to 200% of Employee’s base salary for the then current fiscal year, shall, at commencement of the
Term receive a grant of stock of 500,000 shares and shall be eligible to receive an annual discretionary stock grant during the
Term which shall be vested in equal increments of 1/3rd each over a three year period beginning on the first anniversary
of employment and shall be awarded options to purchase 500,000 shares of the Company’s common stock, exercisable at a price
of $.75 per share.
Bernard Moyle
From 1987 to present, Mr.
Moyle served as Founder and Chief Operating Officer of Cal-Vegas, Ltd, a hotel management company and its parent company, Thirty-Eight
Street, Inc. The former is focused on hotel management and the latter on providing accounting and bookkeeping services. From 1999
to present, Mr. Moyle served as Founder and Chief Operating Officer of VHGI, Inc., f/k/a Vantage Hospitality Group, Inc (“VHGI”). In
late 2016, VHGI along with an affiliate, sold its approximately 1,400 franchisee/member Hotel Brands and operations to Red Lion
Hotel Corporation (“RLH Corp”), a publicly traded company. Mr. Moyle became an Executive Vice-President
and Chief Operating Officer of RLH Corp through the transition and held this post for approximately two years. Mr. Moyle remains
a consultant to RLH Corp. Mr. Moyle also serves as the Managing Partner and President of The Country Club of Coral Springs, an
18-hole, par 71 Championship Golf Course and Country Club located in Coral Springs, FL. Mr. Moyle has held several volunteer posts
for the City of Coral Springs, FL, including Chairman of the Board for the Economic Development Foundation, Vice Chair of the
Community Redevelopment Authority and twice Chair of the Charter Review Committee. Mr. Moyle has also served as a member of the
board of the Florida Restaurant & Lodging Association, both State and Broward County (Fort Lauderdale) and is a past Co-Chair
of the Tourism Committee of the Broward Workshop. Prior to founding Cal-Vegas, Mr. Moyle practiced law for 18 years in Fort Lauderdale,
FL. Mr. Moyle holds a Bachelor’s degree from Salisbury State University, Salisbury, MD and Juris Doctor from the Shepard
Broad School of Law at Nova Southeastern University, FL where he was recognized as a Distinguished Alumni of the Year and is a
former treasurer and president of the alumni association. Mr. Moyle also holds a Certified Hotel Administrator accreditation
via the American Hotel & Lodging Association, Education Institute.
Item
9.01.
|
FINANCIAL
STATEMENTS AND EXHIBITS.
|
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.
|
MJ
HOLDINGS, INC.
|
|
|
Date:
September 23, 2020
|
By:
|
/s/
Roger Bloss
|
|
|
Roger
Bloss
|
|
|
Interim
Chief Executive Officer
|
MJ (PK) (USOTC:MJNE)
Historical Stock Chart
From Apr 2024 to May 2024
MJ (PK) (USOTC:MJNE)
Historical Stock Chart
From May 2023 to May 2024