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 and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 4, 2021

 

CONVERSION LABS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-39785   76-0238453

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

800 Third Avenue, Suite 2800

New York, NY 10022

(Address of principal executive offices, including zip code)

 

(866) 351-5907

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

[  ] Written communication 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)).

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   CVLB   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

     
 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The relevant information in Item 5.02 on this Current Report on Form 8-K, regarding the RSUs and the Stock Options is incorporated herein by reference. The shares of common stock underlying the RSUs and the Stock Options were not registered under the Securities Act of 1933, as amended (the “Securities Act”) but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Chief Medical Officer

 

On February 4, 2021 (the “Effective Date”), Mr. Juan Manuel Piñeiro Dagnery submitted to the board of directors (the “Board”) of Conversion Labs, Inc. (the “Company”) his resignation from his position as Chief Financial Officer of the Company (the “Resignation”). Mr. Dagnery did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Dagnery will continue to serve as an executive of the Company, assuming the role of Chief Revenue Officer, effective immediately.

 

On the Effective Date, in connection with the Resignation, the Board appointed Mr. Marc Benathen as the Company’s Chief Financial Officer (the “Appointment”).

 

Marc Benathen, age 40

 

Marc Benathen combines over 18 years of experience in financial, operational and consumer products/services senior management. Previously, he had been involved in 6 companies in the consumer, technology and media industries holding positions including Chief Financial Officer, Vice President and Director. From 2017 through January 2021, Mr. Benathen was the Chief Financial Officer for Blink Holdings, Inc. (dba Blink Fitness), a national fitness company. From 2014 to 2017, he was Vice President of Finance for Blink Fitness. From December 2010 to January 2014, he was Senior Manager of Corporate Finance of ANN, Inc., a NYSE-listed retail company that focused on women’s fashion. Mr. Benathen is also currently a director of Baruch College Alumni Association and past Trustee of the Baruch College Fund, a charitable and alumni arm of Baruch College. He has an undergraduate degree from Baruch College with Honors.

 

In connection with the Appointment, Mr. Benathen entered into an Employment Agreement (the “Employment Agreement”) with the Company. The Employment Agreement is for an indefinite term and may be terminated with or without cause. Pursuant to the Employment Agreement, Mr. Benathen will receive an annual base salary of $325,000.00 and shall be eligible to earn a performance bonus in such amount, if any, as determined in the sole discretion of the Board, with a target amount of 40% of the base salary. To induce Mr. Benathen to enter into the Employment Agreement, Mr. Benathen was granted a signing bonus of 15,000 restricted stock units of the Company’s common stock (the “RSUs”). The RSU’s vest in accordance with the following: (i)3,750 of the RSUs vesting on the Effective Date (ii) 3,750 RSUs on February 4, 2022 (iii) 3,750 RSU’s on February 4, 2023 and (iv) 3,750 RSU’s on February 4, 2024. In addition to the RSU’s, Mr. Benathen received stock options (the “Stock Options”) to purchase up to 200,000 shares of the Company’s common stock. The Stock Options shall vest in equal monthly tranches, based on the passage of time, over the 36 months, beginning on the Effective Date.

 

Upon termination of Mr. Benathen without cause, the Company shall pay or provide to Mr. Benathen severance pay equal to his then current monthly base salary for six months from the date of termination, during which time Mr. Benathen shall continue to receive all employee benefits and employee benefit plans as described in the Employment Agreement. As a full-time employee of the Company, Mr. Benathen will be eligible to participate in all of the Company’s benefit programs.

 

Item 5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Employment Agreement, and such descriptions is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed herewith as Exhibits 10.1.

 

     
 

 

Item 8.01 Other Events.

 

On February 5, 2021, the Company issued a press release announcing the Appointment. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
10.1   Employment Agreement, dated February 4, 2021, by and between Conversion Labs, Inc. and Marc Benathen
99.1   Press Release, dated February 5, 2021

 

     
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CONVERSION LABS, INC.
       
Dated: February 10, 2021 By: /s/ Justin Schreiber
      Justin Schreiber
      Chief Executive Officer

 

     

 

 

Exhibit 10.1

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     

 

 

Exhibit 99.1

 

Conversion Labs Appoints Seasoned Financial and Operational Executive, Marc Benathen, as Chief Financial Officer

 

NEW YORK, Feb. 05, 2021 (GLOBE NEWSWIRE) — Conversion Labs, Inc. (NASDAQ: CVLB), a leading direct-to-consumer telemedicine company, has appointed Marc Benathen as chief financial officer, effective March 1. He succeeds Juan Manuel Piñeiro Dagnery, who will continue as chief revenue officer.

 

Benathen is an accomplished senior financial and operational executive with 18 years of experience leading multiple areas of finance and operations, including corporate strategy, procurement and supply chain, technology, legal and customer service. He also brings to the company experience in team building and leading complex capital market transactions, M&A and joint ventures, as well as leadership of cross-functional business initiatives.

 

“Marc’s extensive financial knowledge, operational experience, and business analytics capabilities are a great fit with our growing team of industry experts,” commented Justin Schreiber, CEO of Conversion Labs. “His senior-level financial experience at a NYSE-listed company involved in eCommerce also fits well with our rapidly growing direct-to-consumer telemedicine business. We expect Marc’s contributions to prove invaluable as we work to advance Conversion Labs to its next level of operational growth and expansion.”

 

For the past seven years, Benathen has served as senior vice president and chief financial officer at Blink Fitness, a fast-growing national fitness company with both traditional gym locations and digital offerings. He served as an integral member of Blink’s executive committee, which oversaw the growth of the company from 20 to 107 locations nationwide. He also led the ground-up build of the finance and operational departments reporting to him.

 

At Blink, he was responsible for leading numerous financial and strategic initiatives during his tenure, including multi-hundred-million-dollar capital market transactions, M&A, joint ventures, and pricing initiatives, and helping to successfully steer the company’s national expansion.

 

     
 

 

Prior to Blink, he served as senior manager of corporate finance at Ann, Inc., a $2 billion public specialty women’s retailer with more than 1,000 locations, four divisions (Ann Taylor, LOFT, Ann Taylor Factory, and LOFT Outlet), and e-Commerce and global manufacturing operations. Benathen oversaw a $160 million plan for new store development, remodels, new technology adoption and eCommerce expansion. He co-led a new omni-channel business effort that added $15 million in incremental profits over a two-year period.

 

Benathen earlier served as director of financial reporting, planning and analysis at Partsearch Technologies, a private equity-backed consumer electronics and home appliance parts and accessories company. Prior to its acquisition by its largest customer, he led the company’s financial reporting processes, including modeling $10 million in annual savings and significant gross margin expansion as part of a company-wide restructuring.

 

“I could not be more impressed by the energy and passion of Conversion Labs’ leadership team, which is evident in the phenomenal growth they’ve been driving over the last year,” stated Benathen. “As the healthcare industry makes a massive shift towards telemedicine and online pharmacy, Conversion Labs continues to be at the forefront of this transition. I’m looking forward to doing my part to support the strong growth outlook ahead in 2021 and beyond.”

 

Earlier in his career, Benathen served as manager of finance, accounting and global planning at Fortent, a security and tech company specializing in risk, compliance, and financial crime prevention. He also earlier served as a senior financial analyst for Businessweek, which was a unit of McGraw Hill, the $6 billion public information and media publishing company. He previously served in a similar capacity at NetJets, the leading provider of fractional and private aviation services worldwide and a Berkshire Hathaway portfolio company.

 

Benathen earned his Bachelor of Business Administration in finance with honors from Baruch College in New York City. He currently serves on the board of directors of Baruch College Alumni Association, after earlier serving as president and treasurer.

 

About Conversion Labs

 

Conversion Labs, Inc. is a leading telemedicine company with a portfolio of online direct-to-consumer brands. The company combines virtual medical treatment with prescription medications and unique over-the-counter products. Its network of licensed physicians offers telemedicine services and direct-to-consumer pharmacy to consumers across the U.S. To learn more, visit Conversionlabs.com.

 

Important Cautions Regarding Forward-Looking Statements

 

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things our plans, strategies and prospects — both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Many of the forward-looking statements contained in this news release may be identified by the use of forward-looking words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” and “potential,” among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include market conditions and those set forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission. All forward-looking statements attributable to Conversion Labs, Inc. or a person acting on its behalf are expressly qualified in their entirety by this cautionary language.