SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Pursuant to Section 13 Or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2019
Grow Capital, Inc.
(Exact name of Registrant as specified in its charter)
(State or other Jurisdiction of Incorporation or organization)
(Commission File Number)
(IRS Employer I.D. No.)
2485 Village View Drive, Suite 180
Henderson, NV 89074
Phone: (702) 830-7919
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
(Former name, former address and former fiscal year, if changed since last report)
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 l 4a- l 2 under the Exchange Act ( 17 CFR 240. l 4a- l 2)
☐ Pre-commencement communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))
On April 29, 2019, Grow Capital, Inc. (the “Company”) appointed James Olson, 53, as a director and the chairman of the Company’s board of directors (the “Board”). Mr. Olson has more than 25 years in the financial services industry and possesses a range of experience specializing in marketing and product development arenas. Mr. Olson is currently the Managing Director of Financial Processing Solutions Group (“FPS Group”) which provides technology platforms to the benefit and financial services marketplace. Prior to FPS Group, Mr. Olson was a Principal and Founder of Aspire Financial Services (“Aspire”), a nationally recognized leader in the retirement plan industry with more than $10 billion of recordkeeping assets and approximately 250,000 participants. Prior to founding FPS Group and Aspire, Mr. Olson worked with Decimal, Inc., as Senior Vice President of Strategic Development and mPower as VP of Product Development. He began his career with Charles Schwab as a Senior Marketing Manager.
In connection with Mr. Olson’s appointment, on April 29, 2019, the Company granted Mr. Olson 108,853 unregistered shares of common stock, par value $0.001, of the Company (“Common Stock”) pursuant to the Company’s director compensation program.
Additionally, the Company and Mr. Olson previously entered into a consulting agreement (the “Olson Consulting Agreement”) effective February 15, 2019. Pursuant to the Olson Consulting Agreement, Mr. Olson will provide business consulting services to the Company for a one year term. The consulting services including facilitating the Company’s activity and growth in regard to technology, sales, marketing, alliances and business channels related to the expansion of the Company into the technology and financial services sectors. As compensation for his services, Mr. Olson received 500,000 shares of unregistered Common Stock, which had an aggregate value of $45,000 based on the closing price of the Common Stock on February 15, 2019.
The foregoing description of the Olson Consulting Agreement is a summary and is qualified in its entirety by reference to the Consulting Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Additionally, on April 30, 2019, the Company issued a press release announcing the appointment of Mr. Olson. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Effective April 29, 2019, Wayne Zallen resigned from the Board. Mr. Zallen’s resignation is not the result of any disagreement or dispute with the Company or the members of its Board.
Item 9.01 Financial Statements and Exhibits
Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Grow Capital, Inc.
By: /s/ Jonathan Bonnette
Chief Executive Officer
Dated: May 3, 2019
February 11, 2019
Jonathan Bonnette, President
Grow Capital, Inc.
Re: Fee Agreement
Set forth below are the terms and conditions regarding compensation for services to be provided during calendar year 2019, and the fee arrangement for services to be provided by my firm to Grow Capital, Inc., its subsidiaries and affiliates (collectively "GRWC") for periods after February 14, 2019, along with our agreement regarding payment of fees for those services. The effective date of this agreement is and shall be February 15, 2019.
COMPENSATION FOR PAST SERVICES
It is acknowledged, both by GRWC and by James Olson, that there are no amounts that GRWC currently owes James Olson for any period prior to February 15, 2019, and that in consideration of this agreement and for other good and valuable consideration, James Olson hereby waives any claim or cause of action, whether in equity or at law, he has or may have against GRWC for fees for services provided prior to February 15, 2019.
BASIC FEE ARRANGEMENT
For the twelve months beginning February 15, 2019, GRWC hereby agrees to pay James Olson ("Olson") a fixed fee of Five Hundred Thousand (500,000) shares of Grow Capital, Inc. restricted "144" common stock for his providing subcontract business consulting services. The shares are to be issued within 10 days of executing this agreement and vest immediately upon issuance. Such shares of stock will be issued to James Olson, or, upon request, his designee. It is also understood and agreed that Mr. Olson is providing and intends to continue to provide services to other clients of his firm or to otherwise be individually employed by another entity or entities and that Mr. Olson shall devote only so much time and effort as is reasonably necessary to meet the needs of GRWC within his other time constraints.
Because the services to be provided is in the nature of a fee retainer arrangement, it is understood and agreed that no detailed billing statements with respect to the fixed monthly fee are required nor will they be provided and Mr. Olson shall have no obligation and shall not be required to account for his time. Mr. Olson will not provide GRWC an invoice for his fixed fee.
The above stated fees do not include expenses and GRWC agrees to timely pay any authorized expenses separately billed to GRWC. Charges for expenses may and shall include, but not be limited to, expenditures for office expenses, travel, business meals, mileage, and other expenses incurred by me in the proper performance of consulting services on behalf of GRWC.
AVAILABILITY TO PROVIDE SERVICES; TERM
With regard to any matter that GRWC may wish to refer to Mr. Olson that is within the capability and expertise of Mr. Olson to perform, Mr. Olson will make himself reasonably available on a priority/first call basis to respond to the needs of GRWC or to perform the tasks requested in regard to providing subcontract consulting services, subject to the time limitations set forth above.
The firm will perform subcontract consulting services typical for GRWC as a public company traded on the Over the Counter (OTC markets), and, more specifically, will seek to facilitate GRWC activity and growth in regard to technology, sales, marketing, alliances and business channels strategic to GRWC's expansion into the technology and financial services sectors. In the case of additional specific matters identified by GRWC, my firm will provide services only when reasonably requested to do so either by you or by other agents of GRWC acting under your direction. The scope of my responsibility for each such matter will be specified by you; if no such specification is made, I will perform such services as I believe appropriate for the particular matter, in the circumstances of the request. I will not be responsible for any specific business consulting matters relating to GRWC unless they are covered by such a request.
If any of the above terms do not meet with your approval, please let me know
immediately, and I will review them with you. If you agree with the foregoing, please sign the duplicate original of this letter and return it to me at your earliest convenience.
The term of this agreement shall be and is 12 months from the effective date of February 15, 2019, and may be terminated during such initial term for any cause by GRWC with thirty (30) days' official notice.
/s/ James Olson
Acknowledged and Agreed:
Grow Capital, Inc.
By: /s/ Jonathan Bonnette
Jonathan Bonnette, President
Date signed: March 6, 2019
For Immediate Release Contact: Amanda Kennedy
April 30, 2019 702-908-0018
Grow Capital Announces Nationally Recognized Fintech Expert As New Board Chairman
James Olson of FPS Group brings 25 years of knowledge to GRWC operations
Henderson, NV - Grow Capital, Inc (OTCPK:GRWC) announces finch industry pioneer James Olson joined as the chairman of the GRWC board to help guide the future of Grow Capital.
Respected past board chairman Wayne Zallen retired from his post to focus on his personal businesses.
“James Olson is a well respected entrepreneur and leader in fintech” said CEO Jonathan Bonnette. “We’re honored to have him as our chairman of the board and I look forward to working closely with him. He brings over 25 years of knowledge and experience which will help us to better find, acquire, mentor and grow companies.”
Olson joins the board just as GRWC’s business model and plans have come into focus: identify companies with a clear niche who have strong leadership. Acquire them. Mentor them. Help them grow. Watch our shareholder value increase. Olson will be a key component in that mission.
“I’m honored to have founded GRWC years ago and proud to have made the smart decisions to build it into what it is becoming,” said past-chairman Wayne Zallen. “GRWC is moving into exciting new territory and I’m happy to watch as a private shareholder and consultant.”
Mr. Olson has more than 25 years in the financial services industry, and possesses a range of experience specializing in marketing and product development arenas.
Currently Mr. Olson is the Managing Director of Financial Processing Solutions Group (FPS Group) which provides technology platforms and trust/custody processing to the benefit the financial services marketplace. As the lead executive in charge, Mr. Olson is responsible for the overall strategic direction and business lines.
In 2002 Mr. Olson became one of the principals and founding partners of Aspire Financial Services. During his tenure Olson helped grow the company from a start-up to 175 employees with $30 million in revenue and into a nationally recognized leader in the retirement plan industry with more than $10 billion of recordkeeping assets and 250,000 participants.
Olson is a recognized leader with demonstrated success developing forward-thinking product and service model designs that placed him as a 2010 Florida Finalist for Ernst & Young’s prestigious Entrepreneur of the Year award.
Early in his career Mr. Olson worked with Decimal, Inc., as Senior Vice President of Strategic Development and mPower as VP of Product Development. He began his career with Charles Schwab as a Senior Marketing Manager, focusing on developing retirement products for the small business market with over $100 billion in assets through these products.
Mr Olson is available via phone for print or radio interview. Contact Amanda Kennedy to schedule 702-908-0018.
Forward Looking Statements Disclaimer: This release may contain statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Grow Capital Investments ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such forward -looking statements include the words ”becoming”, “grow” “increase” and other expressions of a forward-looking nature. More information about the potential factors that could affect the business and financial results is and will be included in Grow Capital Investments filings with the OTC Markets, Securities and Exchange Commission and/or posted on the company's website. included in Grow Capital Investments filings with the OTC Markets, Securities and Exchange Commission and/or the company's website.