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): November 15, 2018
(Exact name of registrant as specified in its charter)
| Delaware | 000-55370 | 27-0746744 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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6445 South Tenaya Way, B-130 Las Vegas, Nevada 89113 |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: 702-722-6113
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_____________________________________________ (Former name or former address, if changed since last report)
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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 (17CFR 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
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. [ ]
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 15, 2018, our Board of Directors appointed Tucker DiEdwardo as our Chief Operating Officer.
Tucker DiEdwardo
Mr. DiEdwardo, age 71, has been the owner of TD Ventures, LLC, a special event and entertainment marketing company, from 2013 to the present. As described more fully below, we have engaged TD Ventures, LLC as a consultant to our company. From 2005 to 2013, Mr. DiEdwardo worked as President of LVI Global, LLC, an internationally recognized leader in postgraduate live-patient dental education with over 9,500 alumni from 46 countries. Mr. DiEdwardo has a Bachelor of Science/Education from Southern Connecticut State University. He also has a Master’s Degree of Science/Education from the same institution.
Aside from that provided above, Mr. DiEdwardo does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.
On November 20, 2018, our Board of Directors appointed Jerry Nadal as a member of the Board of Directors.
Jerry Nadal
Nadal brings to Globe Photos more than 30 years of experience in the entertainment industry, specializing in the production of live performances. He currently serves as senior vice president of the resident shows division of Cirque du Soleil, where he is responsible for all six ongoing Las Vegas shows and others in several cities worldwide involving more than 2,000 performers from over 40 countries.
His operational responsibilities also include supervising the Cirque du Soleil sales and marketing team that oversees $500 million in annual revenues, and managing Cirque du Soleil’s operating partnerships with Disney, Universal, MGM Resorts International, Treasure Island Hotel & Casino, Stage Entertainment, Michael Jackson Estate, and Apple Records.
There were no arrangements or understandings between Mr. Diedwardo, Mr. Nadal and any other persons pursuant to which he was selected as Chief Operating Officer and director, respectively.
There are no family relationships between Mr. Diedwardo and any of our directors or executive officers.
Aside from the company’s consulting contract with TD Ventures, LLC, Mr. Diedwardo has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.
Mr. Nadal has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.
Consulting Agreements
On November 15, 2018, we entered into a consulting agreement with TD Ventures, LLC. The agreement may be terminated by either party with or without cause on 90 days’ notice. We agreed to compensate TD Ventures, LLC $7,000 monthly and we granted Mr. DiEdwardo a ten year option to purchase 5,250,000 shares of our common stock at an exercise price of $0.05 per share. The option is 100% vested on issuance.
On November 15, 2018, we entered into a consulting agreement with Scott Black, our Chief Legal Officer. The agreement may be terminated by either party with or without cause on 30 days’ notice. We granted Mr. Black a ten year option to purchase 7,500,000 shares of our common stock at an exercise price of $0.05 per share. The option is 100% vested on issuance.
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SECTION 8 – Other Events
| Item 8.01 | Other Events |
On November 6, 2018, we issued a press release concerning the appointment of Mr. DiEdwardo as COO. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On November 20, 2018, we issued a press release concerning the appointment of Mr. Nadal as a director. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
10.1 Consulting Agreement with TD Ventures, LLC, dated November 15, 2018
10.2 Consulting Agreement with Scott Black, dated November 15, 2018
10.3 Press Release, dated November 6, 2018
10.4 Press Release, dated November 20, 2018
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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.
Globe Photos, Inc.
/s/ Stuart Scheinman
Stuart Scheinman
Chief Executive Officer
Date: November 28, 2018
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CONSULTING AGREEMENT
November 15, 2018
Stuart Scheinman
Globe Photos, Inc.
6445 South Tenaya Dr.
Suite B-130
Las Vegas, Nevada 89113
Dear Mr. Scheinman:
This will confirm our understanding of the arrangements made with Globe Photos, Inc. covering the consulting services TD Ventures, LLC ("TDV") will perform for Globe Photos, Inc (the "Company"), beginning November 15, 2018.
Daniel (Tucker) Diedwardo, Owner of TDV, is to serve as Chief Operating Officer ("COO") and will report directly to Mr. Stuart Scheinman and the board of directors, as appropriate. In this role, Mr. DiEdwardo will have the responsibilities and authorities normally assigned to the office of the COO and as granted by the Company's Board of Directors. In the event the Parties agree to a change in the scope of the services, this agreement will be amended accordingly. You acknowledge that any change in scope or timeline may result in a change in compensation.
In consideration of Mr. DiEdwardo agreeing to act as your Interim COO, you will provide him indemnification to the fullest extent permitted by the Company's by-laws and Nevada law. The Company must also obtain and maintain insurance to cover its officers and the Company agrees to include Mr.
DiEdwardo under this policy.
The fee for the COO engagement will be $7,000 per month. As part of your team for the past three-and one-half years and in recognition of COO services since joining the Company, TDV is granted the option to purchase 5,250,000 Warrants of the Company's Common Stock, $0.0001 par value under the Company's 2018 Incentive Plan at an exercise price of $0.05 per share. The 5,250,000 will be 100% vested on the date issued and exercisable on the day following with the warrants expiring Ten (10) years from the date of vesting.
The Company understands that Mr. DiEdwardo may provide consulting services to other compan i es, including COO services, and will may not be able to devote all his time to the operations and demands of the Company and conflicts of interest may arise. As a result, the Company understands that it will be required to disclose these facts to the public and further understands that these conflicts have the potential to have a material adverse effect on the business.
Compensation is based on the Company's current position as of the date of this letter, anticipated cooperation from your personnel, timely responses to inquires; timely communication of all significant operational matters and the assumption unexpected circumstances will not be encountered during the engagement.
This agreement may be terminated by either party at any time with or without cause by giving written notice to the other party of at least ninety (90) days.
TDV retains the right to suspend or terminate service in the event of nonpayment. Services will not be resumed until your account is paid as agreed. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed.
TDV appreciates the opportunity to be of service and believe this letter accurately summarizes the significant terms of our engagement . If you have any questions, please let us know.
If you agree with the terms of our engagement as described in this letter, please sign and return the lette r to us.
Best Regards,
/s/ Tucker DiEdwardo
Tucker DiEdwardo,
TD Ventures
Agreed to by:
/s/ Stuart Scheinman
Stuart Scheinman, CEO
Globe Photos, Inc .
November 15, 2018
Date
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CONSULTING AGREEMENT
November 15, 2018
Stuart Scheinman
Globe Photos, Inc.
6445 South Tenaya Dr.
Suite B-130
Las Vegas, Nevada 89113
Dear Mr. Scheinman:
This will confirm our understanding of the arrangements made with Globe Photos, Inc. covering the consulting services Scott C. Black will perform for Globe Photos, Inc (the "Company"), beginning November 15, 2018.
Mr. Black will serve as Chief Legal Officer ("CLO") and will report directly to Mr. Stuart Scheinman and the Board of Directors, as appropriate. In this role, Mr. Black wilt have the responsibilities and authorities normally assigned to the office of the CLO and as granted by the Company's Board of Directors. In the event we both agree to a change in the scope of the services, this agreement will be amended a ccordingly. You acknowledge that any change in scope or timeline may result in a change in compensation.
In consideration of Mr. Black agreeing to act as your CLO, you will provide him indemnification to the fullest extent permitted by the Company's by-laws and Nevada law. The Company must also obtain and maintain insurance to cover its officers and the Company agrees to include Mr. Black under this policy.
As part of y our team since 2014, and in recognition of CLO services provided since joining the Company, Mr. Black is granted the option to purchase 7,500,000 Warrants of the Company's Common Stock, at $0.0001 par value under the Company's 2018 Incentive Plan, and at an exercise price of $0.05 per share. The 7,500,000 will be 100% vested on the date issued and exercisable on the day following with the warrants expiring Ten (10) years from the date of vesting.
The Comp a ny understands that Mr. Black may consult with other companies, including CLO services, and will may not be able to devote all his time to the legal demands of the Company, and that conflicts of interest may arise. As a result, the Company understands that it will be required to disclose these facts to the public and further understands that these conflicts have the potential to have a material adverse effect on the business.
Compensation is based on the Company's current position as of the date of this letter, anticipated cooperation from your personnel, timely responses to inquires; timely communication of all significant operational matters and the assumption unexpected circumstances will not be encountered during the engagement.
This agreement may be terminated by either party at any time with or without cause by giving written notice to the other party of at least thirty (30) days.
Mr. Black retains the right to suspend or terminate service in the event of nonpayment. Servi c es will not be resumed until your account is paid as agreed. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed.
Mr. Black appreciates the opportunity to be of service and believes this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let me know.
If you agree with the terms of our engagement as described in this letter, please sign and return the letter to me.
Best Regards,
/s/ Scott C. Black
Scott C. Black
Agreed to by:
/s/ Stuart Scheinman
Stuart Scheinman, CEO
Globe Photos, Inc.
November 15, 2018
Date
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UPDATE -- Globe Photos Makes Senior Leadership Appointments for Interim CFO and Chief Legal Officer
LAS VEGAS, Nov. 06, 2018 (GLOBE NEWSWIRE) -- Globe Photos, Inc. (OTCQB: GBPT), a leader in iconic pop culture imagery and sale of licensed sports photography, has appointed Shamar Tobias as the company’s interim chief financial officer.
Tobias succeeds Scott C. Black who has been appointed to the new position of chief legal officer. Black, a former U.S. Army Judge Advocate General, will continue to serve as the company’s secretary and treasurer, as well as on its board of directors.
“These executive appointments better position us for the execution of our growth strategy, including aggressively taking advantage of the growing demand for pop culture imagery and sports memorabilia,” said Globe Photos CEO, Stuart Scheinman. “This also includes preparations for our planned up listing to Nasdaq, with Shamar bringing many years of experience as co-founder of an accounting firm that serves public companies.”
“We are especially grateful to Scott for supporting our growth over the last two years as our CFO, as we emerge from our development phase with the recent asset acquisition of Photo File and the launch of a new national sales and marketing campaign,” continued Scheinman. “Given the tremendous unrealized value of our collection of sports and pop culture imagery, and the essential need to protect our IP as we take it to market, we look forward to benefiting from Scott’s exceptional legal experience, knowledge and abilities in this very important role as our new chief legal officer.”
Last week the company announced the appointment of Mark Lanier to its board of directors. As a new independent member, the appointment advances the company toward satisfying Nasdaq listing requirements. Additional appointments of independent members are expected to follow.
Scott
C. Black Bio
Before joining Globe Photos in 2014 Scott C. Black served as vice president and general manager of BAE Systems, where he was responsible for BAE’s Global Mission Solutions business unit and its more than $300 million in annual revenue.
Prior to BAE, he served as Lieutenant General of the U.S. Army, where he had a distinguished 35-year career of service, rising to serve as the Army’s 37 th Judge Advocate General. In this role, General Black directed a legal services organization of more than 10,000 lawyers and paralegals, both soldiers and civilians, who were deployed around the world in 650 offices in 19 countries. He also served as the legal advisor to the Secretary of the Army, the Army Chief of Staff, and all Army Staff principals. He was responsible for all military justice operations, including legal support for contracting, ethics, and environmental programs, and supervising the training and deployment of Rule of Law and Governance Advisors around the world.
Earlier he served as commanding general and commandant of the Judge Advocate General's Legal Center and School in Charlottesville, Virginia, and as the Assistant Judge Advocate General for Military Law and Operations in the Pentagon. His past positions include chief counsel for the Secretary of the Army’s Congressional Liaison Office, Staff Judge Advocate (General Counsel) for the Army’s Fifth Corps in Germany, and assistant counsel to the President in the White House.
He received his bachelor’s degree in political science from California Polytechnic State University and a Juris Doctor from the California Western School of Law. He also holds a Master’s Degree in National Resource Strategy from the Industrial College of the Armed Forces, National Defense University.
His numerous awards include the Distinguished Service Medal, the Legion of Merit with Oak Leaf Cluster, and the Meritorious Service Medal with four Oak Leaf Clusters. He is also entitled to wear the Parachutist Badge, the Ranger Tab, and the Army Staff Identification Badge.
Shamar
Tobias Bio
Shamar Tobias co-founded and serves as managing partner of Blue Chip Accounting, LLC, a certified public accounting and consulting firm located in Henderson, Nevada, where he provides financial consulting for several companies in the public and private sectors. Earlier, he served as a consulting partner at a PCAOB, a registered accounting firm also located in Henderson, Nevada.
Tobias holds a Bachelor of Science in Accounting and a Master of Accountancy from the University of Nevada, Las Vegas. He also holds a Certified Public Accountant designation in the State of Nevada.
About
Globe Photos
Globe Photos is the owner to one of the world’s largest collections of iconic pop culture imagery library, which includes more than 10 million images taken by more than 3,500 photographers from around the world over the last century. The collection features iconic personalities and unforgettable moments from the worlds of entertainment, sports, history and politics. For more information, visit www.globephotos.com.
The company’s new Photo File division currently holds licenses with the NFL, NBA, MLB, NHL, and major colleges including Alabama, Clemson, Ohio State and others, to produce sports prints, lithographs and other related items. Photo File is also licensed by thousands of additional individuals and organizations, including Babe Ruth, Joe Namath, Vince Lombardi, and others. For more information about Photo File, Inc., visit www.photofile.com.
Important
Cautions Regarding Forward Looking Statements
This press release contains forward-looking statements within the definition of Section 27A of the Securities Act of 1933, as amended, and such as in section 21E of the Securities Act of 1934, as amended. These forward-looking statements should not be used to make an investment decision. The words 'estimate,' 'possible' and 'seeking' and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition and other material risks.
Company
Contact
Stuart Scheinman
President & CEO
Globe Photos, Inc.
Tel (702) 722-6113
info@globephotos.com
Media
& Investor Relations Contact:
Ronald Both
CMA
Tel (949) 432-7566
GBPT@cma.team
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Globe Photos Appoints Entertainment Industry Veteran, Jerry Nadal, to Board of Directors
LAS VEGAS, Nov. 20, 2018 (GLOBE NEWSWIRE) -- Globe Photos, Inc. (OTCQB: GBPT), a leader in iconic pop culture imagery and licensed sports photography, has appointed entertainment industry veteran, Jerry Nadal, to its board of directors as an independent board member. Following his appointment, the board will be comprised of five members, with two serving independently.
Nadal brings to Globe Photos more than 30 years of experience in the entertainment industry, specializing in the production of live performances. He currently serves as senior vice president of the resident shows division of Cirque du Soleil, where he is responsible for all six ongoing Las Vegas shows and others in several cities worldwide involving more than 2,000 performers from over 40 countries.
His operational responsibilities also include supervising the Cirque du Soleil sales and marketing team that oversees $500 million in annual revenues, and managing Cirque du Soleil’s operating partnerships with Disney, Universal, MGM Resorts International, Treasure Island Hotel & Casino, Stage Entertainment, Michael Jackson Estate, and Apple Records.
“We welcome Jerry’s tremendous senior-level experience and extensive relationships in the entertainment industry which are very much in sync with our focus on celebrating pop culture and major league sports,” said Globe Photos’ CEO, Stuart Scheinman. “His appointment to our board helps further position us to take advantage of the growing demand for pop culture imagery and sports memorabilia, especially following our recent acquisition of Photo File.”
Globe’s asset acquisition of Photo File, Inc. brings with it licenses with most of the major U.S. professional sports leagues and many major colleges to produce and sell officially-licensed sports prints, lithographs and sports memorabilia, as well as an established sales and marketing platform that generates more than $7 million in annual revenues. The assets and new revenue streams from Photo File has been transformative for Globe, immediately increasing its growth several fold. It has also opened new sales channels for Globe, including product personalization through both online and traditional retail.
“I couldn’t be more excited to join Globes’ board at this pivotal stage of its growth, and especially given the great fit to my background and what I believe I can contribute in terms of helping to expand the reach and scope of Globe into new markets and venues,” commented Nadal, who is also based in Las Vegas. “Given Globe’s massive collection of pop culture imagery and sports memorabilia, and the innovative ways it is monetizing these valuable assets, the company enjoys multiple avenues and opportunities for enhancing shareholder value.”
Nadal holds Associate of Arts and Bachelor of Science Degrees from St. John’s University in New York, and received his MBA in Global Management from the University of Phoenix. He also holds an honorary doctorate in performing arts from The University of North Carolina School of the Arts.
Nadal’s not-for-profit and philanthropic work includes sitting on the board of directors for The Smith Center, Nevada Public Radio as chairman, Nevada Ballet Theatre as co-chair, The Public Education Foundation, Stagecraft Institute of Las Vegas, and One Drop USA.
About
Globe Photos
Globe Photos is the owner to one of the world’s largest collections of iconic pop culture imagery library, which includes more than 15 million images taken by more than 3,500 photographers from around the world over the last century. The collection features iconic personalities and unforgettable moments from the worlds of entertainment, sports, history and politics. For more information, visit www.globephotos.com.
The company’s new Photo File division currently holds licenses with the NFL, NBA, MLB, NHL, and major colleges including Alabama, Clemson, Ohio State and others, to produce sports prints, lithographs and other related items. Photo File is also licensed by thousands of additional individuals and organizations, including Babe Ruth, Joe Namath, Vince Lombardi, and others. For more information about Photo File, Inc., visit www.photofile.com.
Important
Cautions Regarding Forward Looking Statements
This press release contains forward-looking statements within the definition of Section 27A of the Securities Act of 1933, as amended, and such as in section 21E of the Securities Act of 1934, as amended. These forward-looking statements should not be used to make an investment decision. The words 'estimate,' 'possible' and 'seeking' and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition and other material risks.
Company
Contact
Stuart Scheinman
President & CEO
Globe Photos, Inc.
Tel (702) 722-6113
info@globephotos.com
Media
& Investor Relations Contact:
Ronald Both
CMA
Tel (949) 432-7566
GBPT@cma.team
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