Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On August 1, 2022, the Board of Directors (the “Board”) of The Greenrose Holding
Company Inc., a Delaware corporation, (“Company”) unanimously appointed Mr.
Benjamin Paul Rose (“Mr. Rose”), age 48, as a non-executive director of the
Company’s Board, effective immediately. It is not currently known on which, if
any, committee(s) of the Board of Directors Mr. Rose will serve.
Prior to joining the Company, Mr. Rose served as a director of the MedMen
Enterprises Inc. (CSE: MMEN) (OTCQX: MMNFF) Board from August 2018 to December
14, 2020, during which time he served in the capacity of the Executive Chairman
from May 2019 until his resignation. Additionally, since July 2012, Mr. Rose has
served as Chief Investment Officer of Wicklow Capital, Inc., the family office
of Daniel Tierney, co-founder and former co-CEO of GETCO (now VIRTU Financial),
and prior to that, as Managing Director at RoundKeep Capital Advisors, Portfolio
Manager at Balyasny Asset Management, Head Trader at Blue Ridge Capital, and as
Trader at Goldman Sachs. Mr. Rose graduated from Harvard University and has
experience in financial markets, entrepreneurial finance, identifying strategic
opportunities for growth and building operations.
In connection with his service as a director, Mr. Rose will receive the
Company’s standard non-employee director compensation, as determined by the
Compensation Committee from time to time. Any grant of equity shall be made
pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”) that was filed
on December 5, 2021, with the Company’s proxy statement on Schedule 14A), which
allows participation to certain employees and non-employee directors and is
administered by the Compensation Committee.
There are no arrangements or understandings between Mr. Rose and any other
person pursuant to which he was appointed as a director. There are also no
family relationships between Mr. Rose and any director or executive officer of
the Company and Mr. Rose has no direct or indirect material interest in any
related party transaction required to be disclosed pursuant to Item 404(a) of
Item 7.01 Regulation FD Disclosure
A copy of the press release issued by the Company on August 5, 2022, announcing
two appointments to its executive team and board of directors, effective August
2022, including the appointment of Mr. Rose to the Board, as described in Item
5.02 above, and the appointment of Mr. Bernard Wang as chief financial officer,
as previously reported in the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 1, 2022, is attached as Exhibit
99.1 to this Current Report on Form 8-K.
Information contained in this Item 7.01, including Exhibit 99.1, shall not be
deemed filed for the purposes of the Securities Act of 1934, nor shall such
information and Exhibit be deemed incorporated by reference in any filing under
the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such a filing.
Item 8.01 Other Events.
On August 3, 2022, Shareholder Representative Services LLC (the “Plaintiff”)
filed in the Connecticut Superior Court: (i) an amended complaint against The
Greenrose Holding Company Inc. (the “Company”); and (ii) an application for
prejudgment remedy seeking to attach property of the Company to secure a
requested $6,000,000 judgment. The amended complaint, as did Plaintiff’s initial
complaint disclosed in the Company’s Form 8-K of July 5, 2022, generally alleges
breach of contract, breach of the covenant of good faith and fair dealing, and
conversion with respect to the Agreement and Plan of Merger effective as of
March 12, 2021 and its Amendments 1 and 2 (collectively, the “Merger Agreement”)
between the Plaintiff, as representative of the Selling Securityholders of
Theraplant (as defined in the Merger Agreement), and the Company. The Company
intends to defend itself vigorously.
The information in Item 8.01 of this Current Report on Form 8-K, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section or
Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The
information contained in Item 8.01 of this Current Report on Form 8-K, shall not
be incorporated by reference into any filing with the U.S. Securities and
Exchange Commission made by the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such filing, except
as expressly set forth by specific reference in such a filing. The furnishing of
this information hereby shall not be deemed an admission as to the materiality
of any such information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 99.1 Press Release issued by The Greenrose Holding Company Inc. on August 5, 2022 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) 1
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