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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):
December 19, 2022
Charlotte’s
Web Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
| British Columbia |
000-56364 |
98-1508633 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
700 Tech Court
Louisville, Colorado
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80027 |
|
(Address of Principal Executive Offices)
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (720) 617-7303
Not applicable
(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 (see General Instructions A.2.
below):
| ☐ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of exchange on which registered |
| N/A |
N/A |
N/A |
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 ☒
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On
December 19, 2022, Charlotte’s Web Holdings, Inc. (the “Company”) announced the appointment of Jessica Saxton,
age 35, as the Company’s Chief Financial Officer and principal accounting officer effective January 1, 2023. Ms. Saxton will replace
the Company’s Executive Vice President - Chief Financial Officer, Chief Administration Officer, and principal accounting officer,
Greg Gould, who will depart the Company effective December 31, 2022. Mr. Gould’s departure is not based on any disagreement with
the Company’s accounting principles, practices or financial statement disclosures.
Ms.
Saxton has a successful track record in developing business strategies to drive growth, having held senior finance positions with some
of America’s leading companies, including Anheuser-Busch InBev, General Motors, and Owens Corning. Most recently, from February
2020 to July 2021, Ms. Saxton served as Chief Financial Officer for EverGrain Ingredients (and Board Manager for EverGrain LLC from September
20, 2020 through July 2021), which aims to revolutionize sustainable ingredients including non-GMO natural plant compounds. Prior to such
role, Ms. Saxton served as Senior Director in Financial Planning & Analysis at Anheuser-Busch InBev from February 2018 to February
2020 and from February 2016 to February 2018, as Director in Treasury, where she supported the Company’s strategy, performance management,
treasury, and financial planning. Earlier in her career Ms. Saxton supported M&A and other strategic initiatives for publicly listed
global companies. Additionally, Ms. Saxton has served as a director at the private company, Two Row Corp. Inc., from December 2020 to
July 2021.
Pursuant
to the terms of her offer letter, Ms. Saxton’s base salary will be $300,000 per annum and
will be subject to applicable withholding taxes. Ms. Saxton is required to relocate to Colorado by March 31, 2023 and will
receive relocation assistance of up to $40,000. Prior to her relocation, Ms. Saxton will be eligible for reimbursement for travel expenses
in accordance with the Company’s guidelines. Ms. Saxton will receive a signing bonus in the form of a one-time equity award of $400,000
to be awarded 25% in restricted stock units and 75% in non-qualified stock options. The awards will vest over 2 years, with 50% of the
value of the award vesting on the first anniversary of the grant date and the remaining 50% of the award vesting on a quarterly basis
over the second year. Ms. Saxton’s target bonus opportunity under the Company’s short
term incentive plan has been set at 75% of her actual, regular earnings, subject to the Company’s discretion and the Company’s
achievement of certain business targets/initiatives and individual performance. The Company’s Compensation Committee has the right
to adjust or amend the short-term incentive plan at its sole discretion. Ms. Saxton
is also eligible to participate in the Company’s long-term incentive program. For the 2023 and 2024 plan years, Ms. Saxton is guaranteed
a $400,000 stock award to be awarded 75% in non-qualified stock options and 25% in restricted stock units. The awards will vest over 3
years, with 33% of the value of the award vesting on each anniversary of the grant date. The
Compensation Committee has the right to adjust or amend eligibility and the long-term incentive plan at their sole discretion. Ms. Saxton
also is entitled to participate in the Company’s benefit programs applicable generally to employees and executive officers. Such
compensation and benefit plans and arrangements are described in the Company’s proxy statement on Schedule 14A filed with the U.S.
Securities and Exchange Commission on April 29, 2022, relating to its 2022 annual general meeting.
| Item 7.01 |
Regulation FD Disclosure. |
On December 19, 2022,
the Company issued a press release announcing the appointment of Ms. Saxton as Chief Financial Officer, effective as January 1, 2023 and
the departure of Mr. Gould as the Company’s Executive Vice President - Chief Financial Officer, Chief Administration Officer, and
principal accounting officer, effective December 31, 2022. A copy of the press release is filed as Exhibit 99.1 and incorporated into
this Item 7.01 by reference.
The information in this Item
7.01 of this Form 8-K is furnished and 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 filing.
†
Indicates a management contract or compensatory plan or arrangement.
∔
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) and/or
Item 601(b)(10)(iv) of Regulation S-K.
*
This Exhibit 99.1 is furnished and 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
filing.
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.
| |
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CHARLOTTE’S WEB HOLDINGS, INC. |
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| Date: December 21, 2022 |
|
By: |
/s/ Stephen Rogers |
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Stephen Rogers |
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Senior Vice President - General Counsel and Corporate Secretary |
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Exhibit 10.1
December 7, 2022
Jessica Saxton
Sent Via Email
Re: Offer of Employment
Dear Jessica:
Charlotte’s
Web, Inc. (“Company”) is pleased to offer a promotion to work in the full-time position of Chief Financial Officer. This position
is exempt and reports directly to Jacques Tortoroli. Your start date will be January 1, 2023.
Compensation and Benefits
Base Compensation: Should you decide to accept this
offer, your initial annualized base salary will be $300,000.00, with installments generally payable every other Thursday, or sooner as
determined by state law. Consideration of your salary will be made in January 2024 and will be adjusted with the Chief Operating Officer.
It is expected that you will relocate to Colorado
by March 31, 2023. The company is prepared to offer relocation assistance of up to $40,000 through our relocation vendor. Between your
start date and March 31, 2023, you are expected to be on-sight in the Louisville Colorado office or other locations required by the position.
Travel reimbursement for costs for traveling between your home and work locations between your start date and March 31, 2023, will be
made by Charlotte’s Web Travel Reimbursement Guidelines.
This position is exempt, which means you are paid for
the job and not by the hour. Accordingly, you will not receive overtime pay. Your salary is intended to compensate you for the quality
of your work. Your work hours may vary from week to week depending on the Company’s needs
Tax and Other Withholding: The amounts of compensation
described in this letter are before taxation or other withholdings required or permitted by law. The Company reserves the right to withhold
all applicable federal, state, and local income, Social Security, and other employment taxes, along with any other amounts of required
withholding, from all amounts of compensation and other remuneration payable to you, whether as direct compensation or under any of the
compensation or benefit plans in which you may participate.
Short-Term Incentive Plan: Your target bonus opportunity
will be 75% of your regular earnings. Actual payments or grants will be made at the Company’s discretion based on the Company’s
achievement of certain business targets/initiatives and individual performance. Any annual incentive payment or grant will generally be
paid within two and a half months following the end of the Plan Year. “Regular Earnings” is defined as the aggregate base
salary earned during the period. The Compensation Committee reserves the right to adjust or amend the short-term incentive plan at its
sole discretion.
Long-Term Incentive Program: You
will be eligible to participate in the Company’s long-term incentive program. In 2023 and 2024, you are guaranteed a $400,000 stock
award, awarded in 75% non-qualified stock options and 25% restricted stock units. The awards will vest over 3 years, with 33% of the value
of the award vesting on each anniversary of the grant date (1st of the following month). In future years, you will receive the LTIP awards
as described in the company’s LTIP plan document. The Compensation Committee reserves the right to adjust or amend eligibility and
the long-term incentive plan at their sole discretion.
Charlotte’s Web is prepared to offer the following
sign-on equity grant:
| • | A
one-time new hire stock grant with a target valuation of $400,000.00, allocated as 25% restricted stock units and 75% non-qualified stock
options. The awards will vest over 2 years, with 50% of the value of the |
Guidelines for Employment
If you accept this offer and become an employee of the company,
you will be subject to our employment policies. In addition, the company reserves the right to modify the compensation or benefits arrangements
described in this letter or otherwise maintained by the Company and reserves the right to modify your position or duties to meet business
needs and to use its discretion in deciding on appropriate discipline. Upon hire, you will be required to read and sign an acknowledgment
of receipt of the employee Handbook and any applicable supplement. This letter is not intended to be and does not constitute a contract
of employment and shall not be construed or interpreted to create any contractual right to employment or continued employment.
This offer is contingent upon the following: Successful completion
of a background check; Signing the Company’s Employee Confidential Information and Inventions Assignment Agreement (CIIAA) completed
via Paycom Onboarding; Verification of the information contained in your employment application, including satisfactory results of the
verification of references; Confirmation that you are not subject to any legal restrictions on your activities.
This offer will
be withdrawn whether you have signed it or not if any of the above conditions are not satisfied. Unless and until all such steps have
been completed, this conditional offer of employment may be withdrawn and you shou
The Company is an at-will employer. At-will means that
an employee may resign at any time with or without advance notice to the Company and with or without cause. Likewise, the Company may
terminate an employee at any time with or without advance notice and with or without cause. Except for the Chairman of the Board or the
Chairman of the Board’s authorized representative, no director, manager, supervisor, or representative of the Company has any authority
to enter into any agreement for employment for any specific period or to make any agreement contrary to the foregoing. The Chairman of
the Board of the Company or the Chairman of the Board’s authorized representative has the authority to make any agreement contrary
to the foregoing and then only in writing. Nothing in this letter should be read to alter the at-will nature of your anticipated employment
with the Company.
Restrictions on Employment
By signing this offer letter, you represent and warrant
that you are not a party to any agreement or subject to any policy applicable to you that would prevent or restrict you from engaging
in activities competitive with the activities of your former employer or from directly or indirectly soliciting any employee, client or
customer to leave the employ of, or transfer its business away from, your former employer, or if you are subject to such an agreement
or policy, you have complied and will comply with it, and your employment with the Company does not violate any such agreement or policy.
You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise,
with you from your current or former employer to the Company without written authorization from your current or former employer. If you
have any questions about the ownership of particular documents or other information, discuss such questions with your former employer
before removing or copying the documents or information.
Acceptance
This offer will remain open until close of business
on December 7th, 2022. To indicate your acceptance of the Company’s offer on the terms and conditions outlined in this letter, please
sign and date this letter in the space provided below and return it to me no later than that date.
We hope your continued employment with the Company
will prove mutually rewarding. If you have any questions, please feel free to call me at [* * *].
By signing below, I acknowledge that I have been
furnished with a copy of this offer and that I understand and agree to the terms set forth above. I understand that I will be an at-will
employee and that nothing in this document is intended to create a contract of employment or alter the at-will nature of my employment.
| Acknowledgment and Acceptance of Terms: |
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| /s/ Jessica Saxton |
|
12/07/2022 |
| Applicant Signature |
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Date |
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| /s/ Mindy Garrison |
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12/19/2022 |
| Mindy Garrison |
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Date |
| Head of Human Resources |
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[***] Indicates material that has been excluded from this Exhibit 10.1
because it is not material.
Exhibit 99.1
Charlotte’s Web Appoints Jessica Saxton as
Chief Financial Officer
Bringing Financial Experience in CPG Markets
DENVER, December 19, 2022 - Charlotte's
Web Holdings, Inc. ("Charlotte's Web" or the "Company") (TSX:CWEB, OTCQX:CWBHF), the market leader in hemp CBD extract
products, is pleased to announce that Jessica Saxton has joined the Company as Chief Financial Officer (CFO) effective January 1, 2023.
Ms. Saxton has held senior finance positions with some of America’s leading companies including Anheuser-Busch InBev, General Motors,
and Owens Corning. She has a successful track record in developing business strategies to drive growth and will be part of the senior
management team to execute the next phase of the Company’s growth plans. Ms. Saxton will transition with outgoing Chief Financial
Officer, Greg Gould, ahead of his departure at the end of 2022.
“We are grateful to Greg for serving
as CFO during a pivotal time, including completing the transition to SEC reporting and streamlining operations.,” said Jacques Tortoroli,
Chief Executive Officer of Charlotte’s Web. “The actions taken in 2022, including rightsizing our costs, and successfully
completing a $57 million financing, have strengthened the foundation for our new partnerships and growth initiatives. We are confident
in Jessica's ability to continue driving the business forward."
During her time with Anheuser-Busch
InBev, Ms. Saxton has supported the Company’s strategy, performance management, treasury, and financial planning. Earlier in
her career she supported M&A and other strategic initiatives for publicly listed global companies.
Ms. Saxton also brings small company experience,
most recently as Chief Financial Officer for EverGrain Ingredients, which aims to revolutionize sustainable ingredients including non-GMO
natural plant compounds. This experience, along with building high performing finance teams and leveraging technology to drive process
efficiencies and insights, is well-suited for Charlotte’s Web mission-driven culture joining our Leadership Team as we move forward
with our strategic priorities.
About Charlotte’s Web Holdings,
Inc.
Charlotte's Web Holdings, Inc., a Certified
B Corporation headquartered in Denver, is the market leader in innovative hemp extract wellness products under a family of brands that
includes Charlotte's Web™, CBD Medic™, and CBD Clinic™. Charlotte’s Web whole-plant CBD extracts come in full-spectrum
and broad-spectrum (THC-free) options, including the world’s only broad-spectrum CBD certified NSF for Sport®, which is the
official CBD of Major League Baseball©. Founded by the seven Stanley Brothers, ignited the CBD industry when they came to global
prominence with the coverage of a young girl’s astounding reaction to their hemp extract. Their advocacy changed laws, public perception,
and research around the vast health potential of plant-based solutions. The Stanleys built their business with the mission to bring safe,
botanical options to health seekers worldwide. Charlotte's Web branded premium quality products start with proprietary hemp genetics that
are American farm-grown using organic and regenerative cultivation practices. The Company's hemp extracts have naturally occurring botanical
compounds including cannabidiol ("CBD"), CBC, CBG, terpenes, flavonoids, and other beneficial compounds. The Company's CW Labs
R&D division advances hemp science at a center of excellence in Louisville, Colorado. Charlotte’s Web product categories include
CBD oil tinctures (liquid products) CBD gummies (sleep, stress, exercise recovery), CBD capsules, CBD topical creams and lotions, as well
as CBD pet products for dogs. Through its vertically integrated business model, Charlotte’s Web maintains stringent control over
product quality and consistency with 20+ product lot testing for quality assurance. Charlotte’s Web products are distributed to
more than 15,000 retailer locations, over 8,000 health care practitioners, and online through the Company's website at www.charlottesweb.com.
© Major League Baseball trademarks and copyrights
are used with permission of Major League Baseball. Visit MLB.com.
Forward-Looking Information
Certain information in this news release constitutes
forward-looking statements and forward-looking information within the meaning of applicable securities laws (collectively, "forward-looking
information"). In some cases, but not necessarily in all cases, forward looking information can be identified by the use of
forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is
expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes",
"anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state
that certain actions, events or results "may", "could", "would", "might", "will" or
"will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations,
projections or other characterizations of future events or circumstances contain forward-looking information.
Statements containing forward-looking information
are not historical facts, but instead represent management's current expectations, estimates and projections regarding the future
of our business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking
information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company
as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may
cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied
by such statements containing forward-looking information. Although these statements containing forward-looking information are based
on assumptions the Company considers to be reasonable based on the information available on the date such statements are made, such
statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking information.
The material factors and assumptions used to
develop the forward-looking information herein include, but are not limited to, international and political considerations; regulatory
changes; and the factors discussed throughout the "Risk Factors" section of the Company's most recently filed annual information
form available on www.SEDAR.com and in the Company's most recently filed Annual Report on Form 10-K and quarterly report on Form 10-Q
as amended, and other filings with the Securities and Exchange Commission available on www.SEC.gov. Except as required by applicable securities
laws, the Company undertakes no obligation to publicly update any forward-looking information, whether written or oral, that may be made
from time to time, whether as a result of new information, future developments or otherwise.
Investor Contact:
Cory Pala | Director of Investor Relations
(720) 484-8930
[email protected]
Charlotte’s Web Holdings,
Inc.
THE WORLD’S MOST TRUSTED HEMP
EXTRACT™