True Nature Holding, Inc. (Form: 8-K, Received: 06/15/2017 12:44:53)

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): June 14, 2017

True Nature Holding, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-53601

87-0496850

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

1355 Peachtree Street, Suite 1150

Atlanta, Georgia

(Address of principal executive offices)

(844) 383-8689

(Registrant’s telephone number, including area code)

(Former name or former address, 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:

[ ] 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))

Item 1.01. Entry into a Material Definitive Agreement.

The Company has made a decision to create a “joint-venture” (JV) subsidiary in conjunction with a newly formed not-for-profit (NFP) entity to create a distribution strategy aimed at the medically underserved rural and small town communities. The Community Health Subsidiary, True Nature Community Health, Inc., was officially formed on May 30, 2017 as a for-profit Pennsylvania benefit corporation, and was organized on a stock share basis with an aggregate number of shares authorized being 1,000 shares with a par value of $0.01.

The Company is in the process of completing the transaction effecting the formation of the Community Health Subsidiary. The Company plans to acquire an 80% ownership stake in the Community Health Subsidiary through the purchase of 800 shares of the Community Health Subsidiary for $800. The Community Health Subsidiary is a startup and has no material assets at this time. The Community Health Subsidiary will conduct business in the rural markets by operating as a program administrator and wholesaler, leveraging all of True Nature Holding Inc.’s organizational resources.

The Chairman of True Nature Holding Inc., Dr. Jordan Balencic, D.O. will also serve as Chief Executive Officer of True Nature Community Health, Inc. Dr. Balencic’s executive management position at the Community Health Subsidiary will allow him to participate in the Company’s senior executive compensation plan, if he chooses to participate.

The remaining 20% ownership of the Community Health Subsidiary will be held by one, or more, not-for-profit organizations with purposes of enhancing the availability of compounded drugs and other pharmaceuticals to medically underserved rural communities and advancing social enterprise businesses that aim to address community health needs in similar areas.

Item 3.02. Unregistered Sales of Equity Securities.

On June 8, 2017, the Board authorized the issuance of 30,000 shares of restricted common stock to a newly hired non-executive consultant who is to advise the Board of Directors on various corporate matters. The Company has also agreed to compensate the consultant with respect to a future financing that he may advise on with a fee of 2.5% of the net value of that transaction, paid in cash or restricted stock at closing. The stock was priced at the closing price of the stock at that date which was $0.40. The expense to the Company was $11,997. A copy of this executed Consulting Agreement is provided herein as Exhibit 10.1.

Item 7.01. Regulation FD Disclosure.

On May 18, 2017, the Company issued a press release announcing the roll out of a new community health initiative aimed supporting the need for lower cost pharmaceuticals in medically underserved small town and rural marketplaces, and announced its intentions to form a new for-profit Community Health Subsidiary. A copy of this press release is provided herein as Exhibit 99.1.

On June 1, 2017, the Company issued a press release discussing notes on the progress of the new Community Health Subsidiary and an update on the status of its pending acquisitions. A copy of this press release is provided herein as Exhibit 99.2.

The Company cautions you that the correspondence attached hereto as Exhibit 99.1 and Exhibit 99.2 may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, as amended. Statements in the presentation that are not purely historical are forward-looking statements including, but not limited to, the Company’s ability to execute its business plan, obtain regulatory approval for products under development, enter into partnering agreements, realize revenue and pursue growth opportunities, some of which are outside the control of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements as actual results could differ materially from the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company’s most recent annual report on Form 10-K, subsequent quarterly reports filed on Form 10-Q and its most recent SEC filings. Company disclaims any intention to update this presentation.

Item 8.01. Other Events.

Adoption of Code of Business Conduct and Ethics

On June 5, 2017 the Board adopted a Code of Business Conduct and Ethics (the “ Code ”). The Code is applicable to the Company and its affiliates’ directors, officers and employees, as well agents and other parties acting on behalf, or for the benefit, of the Company and/or its affiliates. The Code addresses such individuals’ conduct with respect to, among other things, conflicts of interests, compliance with applicable laws, rules and regulations, compliance with rules to promote full, fair, accurate, timely and understandable disclosure, use of the Company’s assets and corporate opportunities, confidentiality, fair dealing, and reporting and enforcement. This description of the Code is qualified in its entirety by reference to the Code of Business Conduct and Ethics, a copy of which is attached as Exhibit 14.1 to this Form 8-K and is incorporated herein by reference.

The Code of Business Conduct and Ethics adopted on June 5, 2017 will be available in the near future on the Company’s website at www.truenaturepharma.com

Changes in Registrant’s Contact Information

The Company has changed its corporate phone number to: (844) 383-8689.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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 thereunto duly authorized.

Exhibit 14.1

True Nature Holding, Inc.

Code of Business Conduct and Ethics

The Board of Directors of True Nature Holding, Inc. has adopted the following Code of Business Conduct and Ethics to protect the reputation and effectiveness of the Company, and to promote compliance with applicable laws and regulations.

The Company believes that a strong ethical foundation will lead to long term benefits for all shareholders, employees and service providers of the Company. The Company understands that employee behavior is a direct representation of the entire team. More often than not, a Code of Business Conduct and Ethics provides a company with a culture by which to live and operate. As is the case in most companies, ethics are derived from the leadership of the organization. The Company is proud to be led by directors and executives who ensure that these moral standards are their highest priority. The core principles the Company expects of every individual employed are as follows:

• Truth and Honesty — True and honest behavior shall be the paramount focus of our organization. Truth is vital in carrying out our business. Honesty is critical in our work place, providing the underpinning of an ethical standard for the prevention of questionable activity.

• Loyalty — Loyalty to the Company and its shareholders, and to the success of the Company and its shareholders, is the underlying foundation of the Company. Loyalty to our peers and our professional relationships is a requirement of this organization. This also requires employees to refrain from allowing personal interests to conflict with interests of the Company.

• Integrity — Integrity is defined as encompassing the personal inner sense of wholeness deriving from honesty and consistent uprightness of character. Integrity is vital for upholding the moral fiber of the Company in the eyes of its employees, shareholders, the public, and regulatory agencies. Integrity in business dealings, social interactions and daily life activities will be our unspoken code of honor.

• Respect — Respect is to be inherent in relations with all other individuals, and is a courteous expression of esteem or regard for people’s feelings and needs. Respect for ourselves, our fellow employees, our shareholders and business associates, and for their expectations, will be earned, honored, and displayed.

Individuals and Situations Subject

All directors, officers and employees of the Company are required to follow the principles contained in this Code. The Code may not specifically cover all situations which may arise, and your judgment in following the principles contained herein is an important aspect of the Code. These principles should be a part of everyday activity and decision making. The Company’s Code is an integral component to our business philosophy, allowing the Company to maintain its credibility in the business community by providing standards for inter and intra office activity. This Code is in addition to other policies and practices of the Company.

Each person is accountable for their compliance with this Code. Violations of this Code may result in disciplinary action against the violator.

Questions, Contacts, and Reporting

If you have questions, concerns, suggestions or complaints, you should share them with someone who can address them properly. In most cases, an employee’s supervisor is in the best position to address an area of concern. However, if you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with anyone in Company management whom you are comfortable in approaching.

Any violations of this Code must be reported to the Company’s Board of Directors, in accordance with the procedures outlined in the Company’s compliance reporting policy (Whistleblower Policy).

Compliance with Laws and Regulations

Intrinsic in this Code is the understanding that you will comply with all laws, rules, regulations, and other requirements as set forth by local, State and Federal governments, and, if applicable, international law.

In no case will a you offer, promise or give money, gifts, loans, rewards, favors or anything of value to any governmental official, employee, agent or other person which is prohibited by law.

Financial Reporting

It is the Company’s policy to provide full, fair, accurate, timely and understandable disclosure in its financial and regulatory reporting and in its disclosures to the public. Employees are to ensure that all transactions are executed in accordance with management authority and that all transactions are recorded in sufficient detail to permit preparation of appropriate financial statements and disclosure. All terms and conditions of significant transactions are to be in writing, and no oral agreements or amendments will be made. No false or misleading entries will be made on the Company’s books or records for any reason. No payment or reimbursement of expenses shall be made without adequate supporting documentation or invoices.

Any director or officer of the Company, or any person acting under their direction, is prohibited from taking any action to intentionally mislead or manipulate any independent public or certified accountant engaged in the performance of an audit of the financial statements of the Company for the purpose of rendering those financial statements materially misleading.

Conflicts of Interest

You are prohibited from using your position with the Company, or any of its customers, for private gain, to advance personal interests or to obtain favors or benefits for yourselves, members of your family or any other individuals, corporations or business entities. You will not, without written consent from your supervisor, engage in any activity that competes with the interests of the Company, or that could harm the business or reputation of the Company.

You shall conduct your personal affairs such that your duties and responsibilities to the Company are not jeopardized and/or legal questions do not arise with respect to your association or work with the Company.

Confidentiality

You will respect the confidentiality of information, from both internal and external sources, and will disclose such information to third parties only when authorized or legally obligated to do so. In no case will confidential information be used for your personal gain of any direct relations of yours.

Insider Trading

You are required to comply with the Company’s Insider Trading and Disclosure Policy. If you have access to material, non-public information concerning the Company, you are not permitted to use or share that information for stock trading purposes. Insider trading, which is the use of material, nonpublic information for personal financial benefit, or to allow others to make an investment decision on the basis of this information, is unethical and illegal, and may subject you to criminal and civil liability.

Dissemination and Amendment

This Code shall be distributed to each new employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company and shall also be distributed annually to each employee, officer and director of the Company, and each employee, officer and director shall certify that he or she has received, read and understood the Code and has complied with its terms.

The Company reserves the right to amend, alter or terminate this Code at any time for any reason. The most current version of this Code can be found on the Company's website.

This document is not an employment contract between the Company and any of its employees, officers or directors.

Adopted by the Board of Directors of True Nature Holding, Inc., on June 5, 2017.

Certification

^I, _____________________________________________ ^{do hereby certify that:}

(Print Name Above)

I have received and carefully read the Code of Business Conduct and Ethics of True Nature Holding, Inc.  

I understand the Code of Business Conduct and Ethics.  

I have complied and will continue to comply with the terms of the Code of Business Conduct and Ethics.

_____________________________________________

^(Signature)

^Date: __________________________

EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO SIGN, DATE AND RETURN THIS CERTIFICATION TO THE CHAIRMAIN OF THE BOARD OF DIRECTORS WITHIN TEN (10) DAYS OF ISSUANCE.

EXHIBIT 99.1

True Nature Announces Targeted Community Health Initiative

ATLANTA, GA--(Marketwired - May 18, 2017) - True Nature Holding, Inc. (OTCQB: TNTY) (the "Company") today announced that it is rolling out a new initiative aimed supporting the need for lower cost pharmaceuticals within the medically underserved small town and rural marketplaces. The Company intends to form a joint venture for-profit subsidiary; True Nature Community Health, Inc., which will be owned 51% percent by the public company, and 49% by a newly formed not-for-profit entity; The True Nature Community Health Foundation.

"The individuals who wrote the business plan for our compounding pharmacy roll-up include senior executives who have extensive experience and in-depth knowledge within the not-for-profit space. We have always intended to drive lower cost pharmaceutical solutions through increased distribution of specialized formulations, and to develop a catalog of intellectual properties that could be monetized through both conventional retail distribution and new strategies aimed at the medically underserved populations in lower-income, small town, and rural communities," explained Dr. Jordan Balencic, Chairman of The Board of Directors. He continued, "The True Nature Community Health subsidiary will become the conduit for distribution of both our proprietary and other non-proprietary products to Federally Qualified Health Centers (FQHCs) and Rural Health Clinics as well as critical access hospitals, while The True Nature Community Health Foundation will focus its efforts on advancing patient health, education, and innovative service delivery solutions required to address the healthcare needs of these underserved and aging populations. The result is to make a significant, scalable social impact while driving additional revenue streams and innovating in the social enterprise and compounding pharmaceutical space."

The Company will provide reduced cost pricing to the Foundation and will likely use a subscriber model to allow widespread access, granting the reduced pricing to qualified participants and with online, lower cost access. The reduced pricing will reflect volume pricing commitments and other benefits from a captive distribution model. The federal funding model available under Section 330 is directly aligned with the mission of the Company, and can be found at the link, below and with this summary text:

Section 330 of the Public Health Service Act [42 U.S.C. 254b] Sec. 330(b) (3) Medically underserved populations. • (A) In general. The term "medically underserved population" means the population of an urban or rural area designated by the Secretary as an area with a shortage of personal health services or a population group designated by the Secretary as having a shortage of such services.
https://www.bphc.hrsa.gov/programrequirements/index.html

When asked about the prioritization of this effort relative to the Company's other acquisitions, Dr. Balencic stated, "I expect to personally spearhead this effort, while our executive management team focuses on closing our pending acquisitions. I expect the top three (3) acquisitions to move into completion phase and license transfer processing soon, while the community healthcare formation runs in parallel. This should all come online about the same time, during the 3rd quarter of 2017. This is all very exciting news for us and our shareholders."

The Mission of True Nature Holdings, Inc.

To unlock the potential of the compounding pharmacy industry to improve human and animal health, serve unmet patient needs, elevate the dignity of skilled pharmacists, and build shareholder value through the delivery of quality, cost effective, and innovative healthcare products and pharmaceuticals to the world.

The Vision of True Nature Holdings, Inc.

To become globally recognized for our best practices focused on driving quality, efficiency, and sustainability in the compounding pharmaceutical industry, natural solutions for healthy living, and novel approaches for delivery of these solutions.

Statement Under the Private Securities Litigation Reform Act

As contemplated by the provisions of the Safe Harbor section of the Private Securities Litigation Reform Act of 1995, this news release contains forward-looking statements pertaining to future, anticipated, or projected plans, performances, and developments, as well as other statements relating to future operations. All such forward-looking statements are necessarily only estimates or predictions of future results or events and there can be no assurance that actual results or events will not materially differ from expectations. Further information on potential factors that could affect True Nature Holding, Inc. is included in the Company's filings with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements.

Social Media Disclosure

The SEC encourages issuers such as True Nature Holding, Inc. to include disclosures on their corporate website identifying the specific social sites they use, and how an investor may access those sites. In this regard, investors and others should note that we announce material financial information to our investors using our investor relations page on our website (http://truenaturepharma.com/investors/), SEC filings, press releases, public conference calls and webcasts. We use these channels as well as social media to communicate with the public about our company. It is possible that the information we post on social media could be deemed to be material information. Therefore, considering the SEC's guidance, we encourage investors, the media, and others interested in our company to review the information we post on the social media channels listed below. This list may be updated from time to time on True Nature Holding's investor relations web page:

The True Nature Holding Facebook Page: https://www.facebook.com/TrueNatureHolding/
The True Nature Holding LinkedIn Page: https://www.linkedin.com/company/true-nature-holding
The True Nature Holding Twitter Page: https://twitter.com/PharmaTrue

A one-page investor information document can be viewed at the following link: http://truenaturepharma.com/wp-content/uploads/2017/02/tnty-investor-info-sheet.20170227.pdf

To learn more about the Company, visit: https://truenaturepharma.com/

EXHIBIT 99.2

True Nature Holding Notes Progress on New Subsidiary

ATLANTA, GA--(Marketwired - Jun 1, 2017) - True Nature Holding, Inc. (OTCQB: TNTY) (the "Company") today issued the following notes on the progress of its new subsidiary formation:

Community Health Subsidiary Updates, Appointment of CEO to Subsidiary

The Company is in the process of acquiring a newly formed Subsidiary, called True Nature Community Health, Inc. (the "Community Health Subsidiary"), with a mission to enhance patient access to compounded pharmaceutical products within the most medically underserved U.S. small-town and rural marketplaces. The Company will have an 80% ownership in the Community Health Subsidiary. The remaining 20% ownership will be held by not-for-profit organizations with purposes of enhancing the availability of compounded drugs and other pharmaceuticals to medically underserved rural communities, or advancing social enterprise businesses that aim to address community health needs in similar areas.

Dr. Jordan Balencic, Chairman of the Board of Directors, was appointed Chief Executive Officer (CEO) of the newly formed Community Health Subsidiary and will have direct responsibility for the new Community Health Subsidiary. Dr. Balencic stated, "I am humbled by the opportunity to take the lead on such a truly impactful initiative. For facilities providing care to medically underserved populations, one of the primary obstacles to comprehensive services is accessing effective and affordable medications."

He explained, "Our new Community Health Subsidiary will provide help to Americans in small towns and rural markets with the critical medications they would normally have trouble obtaining. This opportunity will allow True Nature Holding, Inc. to tap into a large unaddressed market and serve locations that currently lack medication access. The Community Health Subsidiary will conduct business in the rural markets by operating as a program administrator and wholesaler, leveraging all of the Company's subsidiary and organizational resources. Part of this plan will include placing True Nature Holding, Inc. retail pharmacy and compounding operations within Rural Health Clinics, FQHCs (Federally Qualified Health Centers), Critical Access Hospitals and potentially within skilled nursing and assisted living facilities."

The newly formed Foundation, called True Nature Community Health Foundation (the "Foundation"), will seek private and Federal grant funding and donations to achieve its mission to advance patient health, education, and innovative service delivery solutions within these medically underserved rural and small-town communities.

When asked about the business relationship, Dr. Balencic explained, "The Foundation is useful for obtaining grants and donations for purchasing compounded drugs for patients treated by free health clinics serving these same areas. We expect the Foundation to enter into purchase agreements for excess capacity at True Nature Holding, Inc. compounding facilities, and drug distribution would be administered through free health clinics to individuals in the rural marketplaces who are not covered by pharmaceutical programs that offset the costs of their medications. This represents not only an opportunity to help people in need, but create new sales channels and drive new revenue to the Company"

Compounding Pharmacy Acquisition Updates

The Company is currently in the process of completing final due diligence, license review, and financing for the three (3) identified acquisitions. All are proceeding on schedule. Further guidance will be provided in subsequent announcements.

The Mission of True Nature Holding, Inc.

Statement Under the Private Securities Litigation Reform Act

Investor Information Document: An updated one-page investor information document can be viewed at the following link: https://truenaturepharma.com/wp-content/uploads/2017/05/tnty-investor-info-sheet-REV_5_24_2017_B.pdf

To learn more about the Company, visit: https://truenaturepharma.com/

CONTACT INFORMATION

Investor Contact:
Peter Nicosia
Director of Corporate Communications
844-383-TNTY (8689)
investors@truenaturepharma.com



Exhibit No.		Description

10.1 14.1		Executed Consulting Agreement with Resources Unlimited. True Nature Holding, Inc. Code of Business Conduct and Ethics.
99.1 99.2		Press release issued by the Company on May 18, 2017. Press release issued by the Company on June 1, 2017.


	True Nature Holding, Inc.

Date: June 15, 2017	By:	/s/ Jordan Balencic
		Jordan Balencic, Chairman