UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 14, 2022
LFTD PARTNERS INC.
(Exact name of registrant as specified in its charter)
Nevada |
| 000-52520 |
| 87-0479286 | |
(State or other jurisdiction of incorporation or organization) |
| Commission File Number |
| (I.R.S. Employer Identification No.) | |
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4227 Habana Avenue, Jacksonville, FL |
| 32217 | |||
(Address of principal executive offices) |
| (Zip Code) | |||
847-915-2446
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On February 14, 2022, Nicholas S. Warrender, our Vice Chairman and COO, Gerard M. Jacobs, our Chief Executive Officer, William C. Jacobs, our Chief Financial Officer (together the “Parties”) and LFTD Partners Inc., entered into an agreement (the “February 2022 Agreement”) that amends in part the Agreement dated as of December 30, 2021 entered into by and among LFTD Partners Inc., the Parties, Lifted Liquids, Inc. d/b/a Lifted Made and 95th Holdings, LLC (the “December 2021 Agreement”). The February 2022 Agreement (1) terminates the right for the Parties to receive bonus compensation in excess of the Modified 2021 Bonus Pool Amount set out in the December 2021 Agreement; (2) places a cap on the 2022 Bonus Pool such that none of the Parties shall be entitled to receive any portion of the 2022 Bonus Pool that would cause LFTD Partners Inc.’s 2022 diluted earnings per share of common stock to fall below $0.56 per share; and (3) the $500,000 of additional bonus set out in the December 2021 Agreement, is now allocated and defined as a retention bonus of $166,666.66 to each of Nicholas S. Warrender, Gerard M. Jacobs and William C. Jacobs to be paid at the end of 2022 so long as each respective executive has not earlier resigned from LFTD Partners Inc.
Negotiations of Agreements
In the negotiation and execution of the February 2022 Agreement, LFTD Partners Inc has been represented by the Compensation Committee of the board of directors of LFTD Partners Inc, which consists of LFTD’s four independent board members (the “Compensation Committee”). The Compensation Committee has indicated to management that it believes that the terms and conditions of the February 2022 Agreement are in the best interests of LFTD Partners Inc.
The foregoing description of the February 2022 Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the February 2022 Agreement which is filed with this current report as Exhibit 10.68, as well as the December 2021 Agreement which is filed as Exhibit 10.67 to the current report on Form 8-K filed on January 4, 2022, and the form of employment agreement filed as exhibit A to Exhibit 10.56 to the Registration Statement on Form S-1 filed on July 6, 2020 each of which is incorporated by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.68Agreement dated February 14, 2022 between LFTD Partners Inc. Nicholas S. Warrender, Gerard M. Jacobs and William C. “Jake” Jacobs
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
LFTD PARTNERS INC.
/s/ Gerard M. Jacobs
Gerard M. Jacobs
Chief Executive Officer
Dated: February 16, 2022
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AGREEMENT
This Agreement (this “Agreement”) by and among LFTD Partners Inc. f/k/a Acquired Sales Corp. (“LSFP”), Nicholas S. Warrender (“NSW”), Gerard M. Jacobs (“GMJ”) and William C. “Jake” Jacobs (“WCJ”), is dated and effective as of February 14, 2022. LSFP, NSW, GMJ and WCJ are hereafter sometimes referred to as a “Party” and collectively as the “Parties”.
In consideration of the mutual covenants and agreements hereafter set forth, and for other valuable consideration the receipt and adequacy of which is agreed upon and acknowledged by each of the Parties, the Parties have executed this Agreement, intending to be legally bound hereby:
1. In the negotiation and execution of this Agreement, LSFP has been represented by the Compensation Committee of the board of directors of LSFP, which consists of LSFP’s four independent board members (the “Compensation Committee”). The Compensation Committee believes that the terms and conditions of this Agreement are in the best interests of LSFP.
2. Reference is hereby made to that certain Agreement dated as of December 30, 2021 (the “December 30, 2021 Agreement”) by and among the Parties, Lifted Liquids, Inc. d/b/a Lifted Made and 95th Holdings, LLC. Words and terms defined in the December 30, 2021 Agreement are used herein with the same meaning.
3. Section 7 of the December 30, 2021 Agreement, which states that “The amount by which the company-wide Bonus Pool for 2021 as calculated in accordance with the Executive Employment Agreements as in effect prior to the execution and delivery of this Agreement exceeds the Modified 2021 Bonus Pool Amount shall be paid by LSFP, and allocated and distributed in accordance with unanimous written instructions from GMJ, WCJ and NSW, in three equal quarterly payments, starting on June 30, 2022”, is hereby terminated.
4. Section 4.2 of the Executive Employment Agreements contemplate that a Companywide Bonus Pool shall be allocated and paid out by LSFP in regard to 2022 (the “2022 Bonus Pool”) and in regard to each subsequent calendar year. The company-wide Bonus Pool amount shall continue to be calculated pursuant to Section 4.2 of the Executive Employment Agreements, provided, however, that notwithstanding anything to the contrary set forth in the Executive Employment Agreements, the 2022 Bonus Pool shall not be allowed to be accrued or paid by LSFP if and to the extent that (and only to the extent that) doing so would decrease the 2022 diluted earnings per share of common stock of LSFP (EPS) below $0.56 per share. For example: if the 2022 company-wide Bonus Pool amount calculated pursuant to the existing agreements were $2 million, but if accruing and paying a 2022 company-wide Bonus Pool in an amount in excess of $1.25 million would cause LSFP’s 2022 diluted EPS to be decreased below $0.56, then the 2022 company-wide Bonus Pool amount due and payable by LSFP would be capped at $1.25 million.
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5. The last sentence of Section 4 of the December 30, 2021 Agreement, which states that “Provided that GMJ and WCJ have not resigned as officers of LSFP, on or before December 31, 2022, an aggregate of $500,000 in bonuses shall be paid by LSFP to GMJ and WCJ” is hereby deleted and replaced by the following sentence: “On December 30, 2022, LSFP shall pay a retention bonus of $166,666.66 to each of NSW, GMJ and WCJ, provided that such officer shall not have earlier resigned as an officer of LSFP.”
6. LSFP agrees and covenants that the Chairman of the Compensation Committee is authorized to negotiate and agree on behalf of LSFP in regard to a 2023 supplemental retention bonus for NSW, GMJ and WCJ (in addition to the company-wide Bonus Pool), and if and only if the amount of such 2023 supplemental retention bonus is mutually agreed upon in writing among the Chairman of the Compensation Committee, NSW, GMJ and WCJ, then one-third of such 2023 supplemental retention bonus shall be paid by LSFP to each of NSW, GMJ and WCJ on or before March 15, 2024, provided that such officer shall not have earlier resigned as an officer of LSFP.
7. Excepting only as expressly modified or amended pursuant to this Agreement, all other terms and conditions of the Merger Agreement, the Amended Compensation Agreement, the Executive Employment Agreements, the Lease, the December 30, 2021 Agreement, and all other agreements among any of the Parties shall remain in full force and effect following the execution and delivery of this Agreement.
In Witness Whereof, the Parties have executed and delivered this Agreement as of the date first set forth above.
LFTD PARTNERS INC., a Nevada corporation
By | /s/ Joshua A. Bloom |
| /s/ Gerard M. Jacobs |
| Joshua A. Bloom, Director and |
| Gerard M. Jacobs, in his individual |
| Chairman of the Compensation |
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| Committee of the Board of |
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| Directors of LFTD Partners Inc. |
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| /s/ Nicholas S. Warrender |
| /s/ William C. Jacobs |
| Nicholas S. Warrender, in his individual |
| William C. Jacobs, in his individual |
| capacity |
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