Item 5.01 Changes in Control of Registrant
On March 31, 2020, the Company issued 1,475,000 shares of the Company's Series B
Convertible Preferred Stock (the "Preferred Stock") to ORCIM Financial Holdings,
LLC ("OFH"). Each share of the Preferred Stock has fifty (50) votes per share
and may be converted into fifty (50) $0.001 par value common shares. As of March
31, 2020, the Company had 43,290,331 shares of its common stock issued and
outstanding. There were no other shares of any capital stock outstanding except
for the common stock and Preferred Stock. As the result of the issuance of the
Preferred Stock, OFH has voting control over the Company with 73,750,000 votes
on all matters submitted to stockholders for a vote.
OFH is a limited liability company domiciled in Maryland. OFH is controlled by
Mr. Jeffery D. Bearden, who owns 100% of the membership interests of OFH. The
Preferred Stock was acquired by OFH in exchange for its agreement to assume the
debt of the Company in the approximate amount of $450,000. The funds to satisfy
the outstanding debt of the Company were acquired by OFH through a loan from a
hedge fund entity known as Geneva Capital.
Item 5.02 Appointment of Directors or Certain Officers
On March 31, 2020, Mr. Larnell C. Simpson, Jr., age 47, was appointed as a
director for Acacia Diversified Holdings, Inc. (the "Company"). Mr. Simpson also
was appointed to the position of Vice President.
Mr. Simpson is a senior-level global business executive with over 20 years of
demonstrated experience and success in implementing corporate strategic plans,
visionary marketing, branding, and business development programs within domestic
and international markets. Mr. Simpson is able to translate complex business
challenges into manageable concepts. Based upon substantial business experience
set forth below, including but not limited to, Mr. Simpson's ability to consult
and provide leadership in various regulated areas of business, the Company
principals believe that Mr. Simpson is well suited to serve as an officer and
director for the Company.
From 2015 to the present, Mr. Simpson has been employed by Sedulity Consulting
in Frederick, Maryland, where he served as president and lead consultant. In
these positions, he has engaged in medical and information technology regulatory
affairs consulting, business development as well as state and local government
lobbying. From 2017 to the present, Mr. Simpson has also been employed by
DayleCorp. in Frederick Maryland, where he has been involved with personal
security, independent investigation and physical security consulting. From 2018
to the present, Mr. Simpson has also been employed by Heritage Training and
Shooting Center in Frederick Maryland. In that employment, he has engaged in
personal group firearms instruction along with gun range safety instructions and
directions. Mr. Simpson is also a part owner of LinLar LLC, a limited liability
company which has been granted a conditional Medical Marijuana Dispensary
License in the state of Maryland as of December 2016.
Currently, Mr. Simpson also serves as an independent consultant who partners
with CEOs, executives, and other brand leaders to overcome regulatory and
compliance challenges in the Healthcare and Information Technology industries.
Mr. Simpson's current role includes guiding customers to initial compliance and
helping regulatory bodies establish practical oversight standards.
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Formerly, Mr. Simpson served as Director of Marketing and Medical Affairs for
the American Association for Laboratory Accreditation where he directed all
marketing related efforts and led the organization to the attainment of Centers
for Medicare and Medicaid Services Deemed status, a feat that has not been
accomplished by any organization in over twenty years. With his accomplishment,
Mr. Simpson becomes the only individual to-date to successfully lead an
organization to dual recognition by both the International Laboratory
Accreditation Cooperation (ILAC) and Centers for Medicaid and Medicare Services
(CMS).
Mr. Simpson has also provided the Maryland General Assembly with expert
consultative directives regarding the standardization of marijuana growers,
dispensaries, and producers in accordance with ISO/IEC 17025 and ISO/IEC 15189
standards. In addition, Mr. Simpson advised the Maryland General Assembly on
best practice regarding standardization of forensic and crime scene labs and the
importance of accreditation for counties in the State of Maryland. In early
2015, Mr. Simpson assisted Governor Hogan's' Transition Team with creating
directives for the standardization of forensic labs in the State of Maryland.
Mr. Simpson holds a BS in Global Business Administration from Bellevue
University and an Executive MBA in Cybersecurity/Data Analytics from The George
Washington University.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements as to the Company's beliefs
and expectations of the outcome of future events that are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
You can identify these statements by the fact that they do not relate strictly
to historical or current facts. Examples of these statements include, but are
not limited to, statements regarding the anticipated impact of the COVID-19
outbreak on travel and physical locations, the anticipated impact of such
outbreak on our results of operations, and possible effect of the postponement
and cancellation of trade shows and events on our overall revenues. These
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from the statements made. These risks
and uncertainties include, but are not limited to, the effects of the COVID-19
outbreak, including levels of consumer, business and economic confidence
generally. The duration of the COVID-19 outbreak and severity of such outbreak,
the pace of recovery following the COVID-19 outbreak, the effect on our supply
chain, our ability to implement cost containment and business recovery
strategies; and the adverse effects of the COVID-19 outbreak on our business or
the market price of our common stock and the risk factors described in our
Annual Report on Form 10-K for the year ended December 31, 2018 and our
subsequent filings with the U.S. Securities and Exchange Commission, including
subsequent quarterly reports on Forms 10-Q and current reports on Form 8-K are
uncertain. Except as required by law, the Company does not undertake any
obligation to release publicly any revisions to forward-looking statements made
by it to reflect events or circumstances occurring after the date hereof or the
occurrence of unanticipated events.
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