Item 1.01 Entry into a Material Definitive Agreement.
Rodriquez Employment Agreement
On January 21, 2021, American International Holdings Corp. (the "Company", "we"
and "us") entered into an Executive Employment Agreement with Alejandro
Rodriguez, pursuant to which Mr. Rodriguez agreed to serve as the Chief
Executive Officer of EPIQ MD, Inc. ("EPIQ MD"), a newly formed wholly-owned
Nevada subsidiary of the Company. The agreement has an initial term of three
years, beginning on January 1, 2021, provided that the agreement automatically
extends for additional one-year terms thereafter in the event neither party
provides the other at least 60 days prior notice of their intention not to renew
the terms of the agreement.
Pursuant to the terms of the agreement, Mr. Rodriguez's annual compensation
package includes annual base compensation of $90,000 for the first three months,
which increases to an annual base salary of $120,000 commencing April 1, 2021,
throughout the initial term of this agreement, provided that the annual salary
increases to $240,000 upon Mr. Rodriguez and EPIQ MD achieving the First
Performance Benchmarks (defined below), and increases to $500,000 upon achieving
the Second Performance Benchmark (defined below).
The "First Performance Benchmarks" are defined as the (a) launch the EPIQ MD
Ambassador Program (defined below); (b) EPIQ MD enrolling 10,000 active
customers; (c) EPIQ MD enrolling 50,000 active customers by May 31, 2022; and
(d) EPIQ MD enrolling 100,000 active customers by March 31, 2023. The "Second
Performance Benchmark" is defined as EPIQ MD enrolling 200,000 active customers
by March 31, 2024. "Launching of the Ambassador Program" means the commencement
and implementation of the direct-sales campaign wherein independent contractors
will become sales agents of EPIQ MD for the purposes of soliciting and procuring
end-use customers for EPIQ MD's telemedicine services.
As additional consideration pursuant to the agreement, the Company agreed to
issue Mr. Rodriguez (a) 4,000,000 shares of restricted common stock, subject to
forfeiture and vesting, of which 2,000,000 shares will vest upon the Launching
of the Ambassador Program; 1,200,000 shares will vest upon EPIQ MD reaching the
5,000 active customer mark; and the remaining 800,000 shares will vest upon EPIQ
MD reaching the 10,000 active customer mark, provided that all shares vest if
the Company uplists its common stock to a higher trading exchange; and (b)
together with other senior executives of EPIQ MD, up to 33% of the ownership of
EPIQ MD, due as follows: 10% if Section (a) of the First Performance Benchmarks
are met; 5% if Section (b) of the First Performance Benchmarks are met; 5% if
Section (c) of the First Performance Benchmarks are met; 5% if Section (d) of
the First Performance Benchmarks are met; and 8% if the Second Performance
Benchmark is met, which shares shall vest immediately if EPIQ MD completes a
spin-off, up-listing and/or a change of control event.
The Board of Directors and/or Compensation Committee may also authorize bonuses
payable to Mr. Rodriguez from time to time in their discretion, in cash or
securities.
The agreement prohibits Mr. Rodriguez from competing against us during the term
of the agreement and for a period of twelve months after the termination of the
agreement in any state and any other geographic area in which we or our
subsidiaries provide Nutraceutical products or services, directly or indirectly,
during the twelve months preceding the date of the termination of the agreement.
We may terminate Mr. Rodriguez's employment (a) for "cause" (which is defined to
include, a material breach of the agreement by Mr. Rodriguez, any act of
misappropriation of funds or embezzlement by Mr. Rodriguez, Mr. Rodriguez
committing any act of fraud, or Mr. Rodriguez being indicted of, or pleading
guilty or nolo contendere with respect to, theft, fraud, a crime involving moral
turpitude, or a felony under federal or applicable state law); (b) in the event
Mr. Rodriguez suffers a physical or mental disability which renders him unable
to perform his duties and obligations for either 90 consecutive days or 180 days
in any 12-month period; (c) for any reason without "cause"; or (d) upon
expiration of the initial term of the agreement (or any renewal) upon notice as
provided above. The agreement also automatically terminates upon the death of
Mr. Rodriguez.
Mr. Rodriguez may terminate his employment (a) for "good reason" (i.e., (i) if
his position or duties are modified to such an extent that his duties are no
longer consistent with the position of CEO of EPIQ MD, (ii) there has been a
material breach by us of a material term of the agreement or Mr. Rodriguez
reasonably believes that we are violating any law which would have a material
adverse effect on our operations and such violation continues uncured thirty
days after such breach and after notice thereof has been provided to us by Mr.
Rodriguez, or (iii) Mr. Rodriguez's compensation is reduced without his consent,
or we fail to pay to Mr. Rodriguez any compensation due to him upon 15 days
written notice from Mr. Rodriguez informing us of such failure); provided,
however, prior to any such termination by Mr. Rodriguez for "good reason", Mr.
Rodriguez must first advise us in writing (within 15 days of the occurrence of
such event) and provide us 15 days to cure (15 days in connection with the
reduction of Mr. Rodriguez's salary or the failure to pay amounts owed to him));
(b) for any reason without "good reason"; and (c) upon expiration of the initial
term of the agreement (or any renewal) upon notice as provided above.
If Mr. Rodriguez's employment is terminated by Mr. Rodriguez for "good reason",
or by us without "cause", Mr. Rodriguez is entitled to continue to receive the
salary due pursuant to the terms of the agreement at the rate in effect upon the
termination date for six (6) months and we are required to pay 12 months of Mr.
Rodriguez's COBRA expenses.
The agreement contains standard assignment of inventions, indemnification,
confidentiality and arbitration provisions. Further, Mr. Rodriguez is subject to
non-solicitation covenants during the term of the agreement.
Bowen Employment Agreement
On January 21, 2021, we entered into an Executive Employment Agreement with
Verdie Bowen, pursuant to which Mr. Bowen agreed to serve as the President and
Chief Operating Officer of EPIQ MD. The agreement has an initial term of three
years, beginning on January 1, 2021, provided that the agreement automatically
extends for additional one-year terms thereafter in the event neither party
provides the other at least 60 days prior notice of their intention not to renew
the terms of the agreement.
Pursuant to the terms of the agreement, Mr. Bowen's annual compensation package
includes base annual compensation of $60,000 for the first three months, which
increases to an annual base salary of $120,000 commencing April 1, 2021
throughout the initial term of this agreement, provided that the annual
increases to $240,000 upon Mr. Bowen and EPIQ MD achieving 10,000 active
customers.
As additional consideration pursuant to the agreement, the Company agreed to
. . .
Item 3.02 Unregistered Sales of Equity Securities.
As described in greater detail above in Item 1.01, which information is
incorporated by reference into this Item 3.02in its entirety, on January 21,
2021, the Company agreed to issue 4 million shares of common stock to Mr.
Rodriquez under the terms of his employment agreement, 1.5 million shares of
common stock to Mr. Bowen under the terms of his employment agreement and
1,000,000 shares to the Company's legal counsel under the terms of the reduced
fee agreement. As described in greater detail in Item 5.02, on January 22, 2021,
the Company agreed to issue Mr. Cohen, 2.5 million shares of common stock. We
claim an exemption from registration for all such issuances pursuant to Section
4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as
amended (the "Securities Act"), since the foregoing issuances did not involve a
public offering, the recipients were (i) "accredited investors"; and/or (ii) had
access to similar documentation and information as would be required in a
Registration Statement under the Securities Act, and the recipients acquired the
securities for investment only and not with a view towards, or for resale in
connection with, the public sale or distribution thereof. The securities were
offered without any general solicitation by us or our representatives. No
underwriters or agents were involved in the foregoing issuances and we paid no
underwriting discounts or commissions. The securities sold are subject to
transfer restrictions, and the certificates evidencing the securities contain an
appropriate legend stating that such securities have not been registered under
the Securities Act and may not be offered or sold absent registration or
pursuant to an exemption therefrom.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 22, 2021, Mr. Jacob D. Cohen, as the sole member of the Board of
Directors of the Company, approved the issuance to himself, in consideration for
services rendered as the sole officer and director of the Company, of 2,500,000
shares of restricted common stock. The securities are subject to a two-year
lock-up agreement, preventing the sale or transfer of such shares without the
written approval of the Company, except to affiliates of the holder, who agree
to be bound by the same terms.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith.
Exhibit No. Description
10.1* January 21, 2021 Employment Agreement between American
International Holdings Corp. and Alejandro Rodriquez
10.2* January 21, 2021 Employment Agreement between American
International Holdings Corp. and Verdie Bowen
10.3* Reduced Fee Agreement between American International Holdings
Corp. and The Loev Law Firm, PC dated January 22, 2021
10.4* Lock-Up Agreement dated January 22, 2021, between the Company and
the shareholders party thereto
* Filed herewith.
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