UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: January 22, 2016
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BREATHE ECIG CORP.
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(Exact Name of Registrant as Specified in its Charter)
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Nevada
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333-178624
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37-1640902
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(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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(COMMISSION FILE NO.)
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(IRS EMPLOYEE IDENTIFICATION NO.)
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322 Nancy Lynn Lane, Suite 7, Knoxville, TN 37919
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(917) 796-9926
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(REGISTRANT’S TELEPHONE NUMBER)
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__________________________________________________________________________________________
(FORMER NAME, IF CHANGES SINC 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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Shaw Appointment
On January 22, 2016, Breathe Ecig Corp., a Nevada corporation (the “Company”), appointed Seth M. Shaw as the Chairman of the Board of Directors (the “Board”) and its new Chief Executive Officer and Chief Financial Officer..
Mr. Shaw, age 36, started his career at American International Group (AIG) Global Investment Group, and furthered his growth capital experience working at Harvest Capital Management, Manhattan-based hedge fund. In 2005, he founded Novastar Resources Ltd, a natural resources exploration company focused on the exploration and acquisition of mineral properties containing the element thorium. During this period, Mr. Shaw secured more than $17 million in financing from top tier institutional investors and was an integral stakeholder in the completion of the merger between Novastar Resources and Thorium Power. During this period, he held the position of Director of Strategic Planning until mid-2007. Subsequently, the company changed its name to Lightbridge Inc. and currently trades on the NASDAQ (NASDAQ: LTBR). Following the merger, Mr. Shaw has assisted several other companies in securing value added capital from institutional investors as well as providing management consulting. Among those, Mr. Shaw was instrumental in securing $12,000,000 from Tudor Investment Corp. for NASDAQ listed flat panel display developer Uni-Pixel Inc. (NASDAQ: UNXL). In addition, Mr. Shaw served as the founding CFO of Los Angeles based Biotech firm Physician Therapeutics LLC (“PTL”) in 2004. Subsequently PTL merged with Targeted Medical Pharma (“TMP”) (OTCQB: TRGM).
Mr. Shaw also continues to serve as a member of the Board of Directors and Chief Executive Officer of Tauriga Sciences, Inc. (OTCBB: TAUG) (“Tauriga”), positions he has held since July 9, 2015. Additionally, Mr. Shaw had previously served as the Chief Exeuctive Officer and as a member of the Board of Directors of Tauriga from August 22, 2012 through February 26, 2014.
Mr. Shaw graduated from Cornell University in 2001 with a bachelor's degree in Policy Analysis Management and a concentration in Econometrics.
Family Relationships
There are no family relationships between any of the Company’s directors or officers and Mr. Shaw.
Related Party Transactions
There are no related party transactions with respect to Mr. Shaw reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
Compensatory Arrangements
The Company has not yet entered into any compensatory agreements or plan with Mr. Shaw with respect his new appointment as the Company’s Chief Executive Officer, Chief Financial Officer and member of the Board. The Company will announce the terms of any compensatory plans when such plans are adopted.
As of the date of the filing of this Current Report on Form 8-K (this “Form 8-K”), Mr. Shaw owns 3,250,000 shares of the Company’s common stock. All such shares are “restricted securities” as defined by the Securities Act of 1933, as amended.
Resignation
On January 22, 2016 and simulatenous with the appointment of Mr. Shaw discussed above, Joshua Kimmel submitted his resignation as a member of the Board of the Company and as the Company’s Chief Executive Officer and Chief Financial Officer. Mr. Kimmel did not hold any positions on any committees of the Board at the time of his resignation. The resignation was not the result of any disagreements with the Company. A copy of Mr. Kimmel’s resignation letter is attached as Exhibit 99.1 to this Form 8-K.
Additionally, Anthony Danieli has resigned as a member of the Board of the Company effective as of November 24, 2015. Mr. Danieli did not hold any positions on any committees of the Board at the time of his resignation. The resignation was not the result of any disagreements with the Company. A copy of Mr. Danieli’s resignation letter is attached as Exhibit 99.2 to this Form 8-K.
As of January 22, 2016, Mr. Shaw is the sole member of the Board. However, the Company does intend to appoint an additional two members to the Board in the near-tem.
A copy of the press release issued on January 25, 2016 by the Company regarding the mangagement changes is attached hereto as Exhibit 99.3 to this Form 8-K..
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Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description of Exhibit
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99.1*
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Letter of resignation of Mr. Kimmel.
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99.2*
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Letter of resignation of Mr. Danieli.
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99.3*
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Press release dated January 25, 2016.
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*filed herewith
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.
Dated: January 28, 2016
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BREATHE ECIG CORP.
/s/ Seth M. Shaw
By: Chief Executive Officer
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Exhibit 99.1
January 22, 2016
Board of Directors
Breathe eCig Corp.
322 Nancy Lynn Lane, Suite 7
Knoxville, Tennessee 37919
RE: Resignation from Breathe eCig Corp.
To Whom It May Concern:
Effective as of the date hereof, please accept this correspondence as formal notice of my resignation of my officer and director positions held with Breathe eCig Corp., a Nevada corporation (the “Company”), including, but not limited to, Chief Executive Officer, Chief Financial Officer and member of the Board of Directors.
My resignation is not a result of any disagreement with the Company or any of its subsidiaries on any matters related to their operation, policies or practices.
I am most grateful for the opportunity serve the Company’s and wish the Company the best as it moves forward with its strategic objectives and look forward to assisting as a consultant.
Sincerely,
/s/ Joshua Kimmel__
Joshua Kimmel
Exhibit 99.2
November 24, 2015
Board of Directors
Breathe eCig Corp.
322 Nancy Lynn Lane, Suite 7
Knoxville, Tennessee 37919
RE: Resignation from Breathe eCig Corp.
To Whom It May Concern:
Effective as of the date hereof, please accept this correspondence as formal notice of my resignation Board of Directors (the “Board”) of Breathe eCig Corp., a Nevada corporation (the “Company”).
My resignation is solely due to personal reasons and is not a result of any disagreement with the Company or any of its subsidiaries on any matters related to their operation, policies or practices.
I am most grateful for the opportunity serve on the Company’s Board and wish the Company the best as it moves forward with its strategic objectives.
Sincerely,
/s/ Anthony Danieli__
Anthony Danieli
Exhibit 99.3
Breathe eCig Corp. Chief Executive Officer Joshua Kimmel Resigns Company to Pursue Personal Interests and Company Appoints Seth M. Shaw as Interim Chairman & Chief Executive Officer Effective Immediately
New York, N.Y. -- (01/25/2016) -- Breathe eCig Corp. (OTCQB: BVAP) (“Breathe” or the “Company”), an electronic cigarette industry innovator and pioneer, today announced that Mr. Joshua Kimmel has resigned as an officer and member of the Board of Directors (the “Board”) of the Company to pursue other interests. Simultaneously, Mr. Seth M. Shaw has been appointed to the positions of Chairman of the Board and Interim Chief Executive Officer and Chief Financial Officer effective immediately. The outgoing CEO Mr. Josh Kimmel will remain as a consultant to the Company, and will continue to assist the Company in several important capacities. In addition, Mr. Shaw expects to appoint a minimum of two new Board members during the months of January and February 2016. A Current Report on Form 8-K reflecting the above mentioned management changes shall be filed within the next four business days, as required by rules of the Securities and Exchange Commission.
Mr. Shaw shall continue to run Tauriga Sciences, Inc. (“Tauriga”) as its Chairman and CEO, in addition to his new capacities with Breathe. There are no conflicts of interest that arise from today's appointment; however it should be noted that Breathe currently owns approximately 10,000,000 shares of Taurgia common stock and Tauriga currently owns approximately 2,700,000 shares of Breathe common stock. These shares were exchanged pursuant to a previously announced joint venture executed in March 2015 by both companies.
In the short term, the Company will focus on the retirement of its remaining convertible debt, of which more than $700,000 USD had been repaid and retired during the fourth quarter of fiscal 2015. Additionally, the Company will focus on the monetization of its substantial remaining inventory of electronic cigarette products. Lastly, the Company will evaluate potential acquisition targets as a possible method to create long-term shareholder value.
Commenting on his appointment as Chairman and Interim CEO, Mr. Shaw expressed, “It is critically important at this time to overcome the immediate threats posed to the long-term capital structure and viability of Breathe. The Company has been negotiating in good faith with the two remaining holders of its convertible debt, which has recently caused substantial share conversions and selling pressure on the stock, and is hopeful that progress will be realized. Despite the difficulties that the Company has recently experienced and the precipitous decline in its share price, management believes that there is a legitimate chance that such difficulties can be overcome. On a personal level, I would like to thank Mr. Kimmel for his efforts this past year as CEO of Breathe and I will continue to work closely with him to hopefully ensure that the Company meets its critical obligations and runs smoothly moving forward.”
Mr. Joshua Kimmel expressed, “At this time it made sense to effect a management change as there are certain personal interests that I plan to pursue. I have an excellent working relationship with Mr. Shaw and will continue to help the Company in my new capacity as a consultant. The interests of the shareholders matter the most and I will work closely with the new management to attempt to rebuild shareholder value.”
Personal Biography for Mr. Seth M. Shaw, Age 36
Mr. Shaw has extensive experience building companies and securing financing from a broad range of both domestic and international institutional investors. Over the past seven years, he has been instrumental in securing more than $70 million in capital, in aggregate, for several small-cap and micro-cap companies. Mr. Shaw started his career at American International Group (AIG) Global Investment Group, after which he gained further experience working at a prestigious Manhattan based hedge fund (Harvest Capital Mgmt). In 2005, he founded Novastar Resources Ltd, a natural resources exploration company focused on the exploration and acquisition of mineral properties containing the element thorium. During this period, Mr. Shaw secured more than $17 million in financing from top tier institutional investors and helped complete the merger between Novastar Resources and Thorium Power, holding the position of Director of Strategic Planning until mid-2007. Subsequently, the company changed its name to Lightbridge Inc. and currently trades on the NASDAQ (LTBR). Following the merger, Mr. Shaw has assisted several other companies in securing value added capital from institutional investors as well as providing management consulting services. Among those, Mr. Shaw was instrumental in securing $12,000,000 for NASDAQ listed flat panel display developer Uni-Pixel Inc. (UNXL). In addition Mr. Shaw served as the founding CFO of Los Angeles based Biotech firm Physician Therapeutics LLC (“PTL”) in 2004. From August 22, 2012 through February 27, 2014 and then again from July 13, 2015 to the present, Mr Shaw has served as Chairman and Chief Executive Officer of publicly traded life sciences firm Tauriga Sciences, Inc. (OTC: TAUG). Mr. Shaw also currently serves in a consulting role to several exciting and innovative start-up companies in the technology space as well as the consumer products space. Mr. Shaw graduated from Cornell University in 2001, with a degree in Policy Analysis Management and a concentration in Econometrics. Mr. Shaw currently serves on the Board of Directors of the Jewish Community Center (JCC) of Dutchess County (New York) and has been active in numerous charities and not for profits, including: The Robinhood Foundation (2007-2009), The Cypress Fund for World Peace and Security (2006-2010), and Save A Child’s Heart (“SACH”) (2011-Present).
About Breathe eCig Corp. (OTCQB: BVAP)
Breathe was founded in 2012 as a research and development company in Knoxville, Tennessee with the mission to develop a better e-cigarette than was available on the market. Now holding multiple patents (pending) for its groundbreaking product, BVAP, Breathe is not your typical e-cig manufacturer. With a commitment to remaining socially responsible through innovative product development, consumer outreach and education, Breathe challenges the e-cig industry establishment. To find out more, visit http://www.breathecig.com.
DISCLAIMER - Caution Concerning Forward Looking Statements
This press release contains statements that are “Forward-Looking” in nature (within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). All statements regarding the Company's financial position, potential, business strategy, plans and objectives for future operations are Forward-Looking statements. Many of these statements contain words such as “hopefully,” “attempt,” “goal,” “aims,” “may,” “expect,” “believe,” “intend,” “anticipate,” “estimate,” “continue,” “would,” “exceed,” “should,” “steady,” “plan,” “potential,” “dramatic,” and variations of such words and similar expressions identify Forward-Looking statements, but their absence does not mean that a statement is not a Forward-Looking statement. Because Forward-Looking statements involve future risks and uncertainties, there are many factors that could cause actual results to differ materially from those expressed or implied. The Company cannot predict the actual effect these factors will have on its results and many of the factors and their effects are beyond the Company's control. Any forward-looking statement made by the Company speaks only as of the date on which it is made. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise. Given these uncertainties, you should not rely too heavily on these forward-looking statements.
Information for the Educated Investor
For further information regarding these and other risks related to Breathe eCigs' business, investors should consult Breathe eCigs' filings with the Securities and Exchange Commission, available at http://www.sec.gov.
Contact
Mr. Seth M. Shaw
Interim Chairman and Chief Executive Officer
Breathe eCig Corp.
Email: seth@breathecig.com or sethsms47@aol.com
Cell # 917-796-9926
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