UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 12, 2021, the Board of Directors (the “Board”) of Goodness Growth Holdings, Inc. (the “Company”) appointed Joshua N. Rosen to serve as director. Mr. Rosen has not been appointed to serve on any committee of the Board. Mr. Rosen does not have any arrangement or understanding with any other person pursuant to which he was elected as a director. Mr. Rosen Mr. Rosen is eligible to receive the Company’s standard annual non-employee director compensation consistent with the compensation described in the Company’s most recent Proxy Statement filed with the Securities and Exchange Commission on April 28, 2021, under the heading “Director Compensation”. The Company issued a press release announcing Mr. Rosen’s appointment to the Board on August 13, 2021, a copy of which is attached hereto as Exhibit 99.1.
On August 17, 2021, the Company entered into a consulting agreement with Bengal Impact Partners, LLC (“Bengal”) to serve as a strategic advisor to the Company. Mr. Rosen is a managing partner at Bengal and has shared voting and profits interests in the firm. For the initial three-month term of the consulting agreement, the Company will pay Bengal $10,000 per month in cash and will issue 75,000 five-year warrants to purchase subordinate voting shares with a strike price of $1.62 per share. If the agreement is renewed the Company will pay $10,000 per month in cash and will issue an additional 75,000 five-year warrants to purchase subordinate voting shares with a strike price based on a five-day volume-weighted average price at the time of issuance. Upon the occurrence of certain transactions, Bengal will receive up to two million additional warrants, depending on the size of the transaction, and could receive up to an additional one million warrants for exceptional service, as determined by the Board.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of Section 12 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.
GOODNESS GROWTH HOLDINGS, INC. | ||
By: | /s/ Kyle E. Kingsley | |
Kyle E. Kingsley | ||
Chief Executive Officer | ||
Dated: August 18, 2021 | ||