Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On January 11, 2022, Kevin McGrath resigned from the Board of Directors (the
"Board") of Lowell Farms Inc. (the "Company") and as a member of the audit
committee of the Board (the "Audit Committee"), in each case effective as of
January 11, 2022. Mr. McGrath's decision to resign was not related to a
disagreement with the Company over any of its operations, policies or practices.
Election of Director
On January 13, 2022, the Board elected Jeffrey Monat as a director of the
Company and to serve as a member of the Audit Committee. [Mr. Monat is a
designee of the Company's Convertible Debentureholders and will serve on the
Board until the Company's 2022 Annual Meeting of Stockholders and until his
successor is duly elected and qualified, or until his earlier resignation,
incapacity or removal.
Mr. Monat was recommended for election to the Board by the Company's nominating
and corporate governance committee, in accordance with the provisions of its
charter.
There are currently no arrangements or understandings between Mr. Monat and any
other person pursuant to which Mr. Monat was elected as a director. Mr. Monat is
a partner of Merida Capital Partners, LLC, affiliates of which hold $902,185 in
principal amount of the Company's outstanding Convertible Debentures, warrants
to purchase 4,512,414 Subordinate Voting Shares of the Company at an exercise
price of $0.28 per share, and 500,000 Subordinate Voting Shares. There are
currently no other transactions in which Mr. Monat has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
On January 13, 2022, in connection with his election to the Board, the Board
approved an award of options to Mr. Monat to purchase 75,000 Subordinate Voting
Shares of the Company under the Company's 2019 Stock and Incentive Plan at an
exercise price equal to the closing price of such shares as of the date of
grant.
On January 14, 2022, the Company issued a press release announcing Mr. McGrath's
resignation from the Board and Mr. Monat's election to the Board, a copy of
which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure
The slide presentations attached hereto as Exhibits 99.2 and 99.3, and
incorporated herein by reference, will be displayed on the website of the
Company beginning on January 14, 2022 and may be used by the Company in
presentations to existing and prospective investors and to analysts on or after
January 14, 2022.
The investor presentation has been updated for current financial and operational
information. The harvest report reflects the monthly results of flower harvests
at each of our greenhouses. The current month's results are preliminary pending
actual results once the drying process has been completed. These preliminary
results are adjusted to actual in the following month's report.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.2 and 99.3
attached hereto, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
Number Exhibit
99.1 Press Release as of January 14, 2022
99.2 Investor Presentation as of January 14, 2022
99.3 Harvest Report as of January 14, 2022
© Edgar Online, source Glimpses