PFHO 8-K
Pacific Health Care Organization Inc (PFHO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| | ||||
| (Exact name of registrant as specified in its charter) | ||||
| | | | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| | ||||
| (Address of principal executive offices) | ||||
| | ||||
| (Zip code) | ||||
| | ||||
| (Registrant’s telephone number, including area code) | ||||
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| | |
|
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, indicated 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 January 3, 2024, Kristina Kubota informed Pacific Health Care Organization, Inc. (the “Company”) that she will be stepping down as the Company’s Chief Financial Officer and Secretary, effective on March 5, 2024. The Company expects that Ms. Kubota will remain on the Company’s Board of Directors (the “Board”) following her resignation as Chief Financial Officer and Secretary. Ms. Kubota’s resignation was not the result of any disagreement with management or the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Ms. Kubota for her many contributions.
Concurrent with the effective date of Ms. Kubota’s resignation as Chief Financial Officer, Bret “BJ” Mendenhall will be appointed as the Company’s outsourced Chief Financial Officer, via the Company’s engagement with NOW CFO Utah III, LLC (“NOW CFO”), a third party provider of business financial services. Mr. Mendenhall has extensive experience serving as Chief Financial Officer of public and private companies in a variety of industries, including companies in the healthcare industry. Mr. Mendenhall’s services will be billed at an hourly rate of $205.00, and the Company’s engagement with NOW CFO may be terminated by either party upon thirty days written notice. A copy of the Company’s engagement with NOW CFO is attached hereto as Exhibit 99.1.
Mr. Mendenhall, age 64, currently serves as the Director of NOW CFO and is responsible for providing CFO consulting services to clients of NOW CFO. He has been in that role with NOW CFO since 2020. Prior to being with NOW CFO, Mr. Mendenhall was Chief Financial Officer of a Utah-based commercial landlord and contractor. Mr. Mendenhall is a Certified Public Accountant holding a Bachelor of Science in Accountancy from Brigham Young University.
Other than the Company’s engagement with NOW CFO, there is no arrangement or understanding between Mr. Mendenhall and any other persons pursuant to which Mr. Mendenhall is being selected as an officer of the Company. There are no family relationships between Mr. Mendenhall and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer. Mr. Mendenhall has not engaged in any related-party transactions required to be disclosed under Item 404(a) of Regulation S-K.
On January 3, 2024, the Board appointed Lauren Kubota, age 40, as the Company’s Vice President. Lauren Kubota has been with the Company since 2014 and was previously the Company’s Risk Manager. As Vice President, Ms. Kubota will continue to direct the Company’s risk management activities and perform additional responsibilities in planning and executing company-wide advancements in operations, quality management, sustainable business growth, and technological enhancements. Lauren Kubota is also a current member of the Board, having served in such role since February 2018. Ms. Kubota is an attorney licensed to practice law in California. She earned a Bachelor of Arts degree in Political Science from the University of California, San Diego in 2005 and a Juris Doctor from the University of California, Hastings College of the Law in 2011.
In addition to Lauren Kubota’s new role as Vice President of the Company, upon the effective date of Kristina Kubota’s resignation as the Company’s Secretary, Lauren Kubota will assume the additional role of Secretary of the Company.
There is no arrangement or understanding between Lauren Kubota and any other persons pursuant to which Ms. Kubota is being selected as an officer of the Company. Lauren Kubota and Kristina Kubota are sisters and are daughters of Tom Kubota, the Company’s Chief Executive Officer, President and Chairman of the Board of Directors. Lauren Kubota has not engaged in any related-party transactions required to be disclosed under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description |
|
|
99.1 |
Services Agreement, dated January 2, 2024, between the Company and NOW CFO |
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL) |
SIGNATURE
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.
|
PACIFIC HEALTH CARE ORGANIZATION, INC. |
|||
|
Date: January 5, 2024 |
By: |
/s/ Tom Kubota | |
|
Tom Kubota |
|||
|
Chief Executive Officer |
|||
Exhibit 99.1
SERVICES AGREEMENT
Client/Company Name:
Pacific Health Care Organization, Inc. and its subsidiaries Date: 01/02/24
Client Address: 2618 San Miguel Dr. #477, Newport Beach, CA 92660
Contact Person:
Lauren Kubota (contracts, organizational), [email protected]
Scott Allen (accounting), [email protected]
Contact Email:
This Services Agreement (this “Agreement”) is entered into to be effective as of the date set forth above (the “Effective Date”) by and between NOW CFO Utah III, LLC (“NOW CFO”), and the above-referenced company (“Client”). Each of NOW CFO and Client may be referred to hereinafter individually as a “party” and collectively as the “parties.”
1. Services and Fees. Client hereby engages NOW CFO to provide such professional finance and accounting consulting services as may be agreed upon from time to time by the parties (the “Services”). NOW CFO’s fees for the Services will be based on the time required to complete the tasks, projects and functions requested by Client, at the standard hourly rates contemplated herein. Client shall also reimburse NOW CFO for all reasonable costs and expenses incurred by NOW CFO relating to the Services. All invoices will also include sales tax (to the extent required by state or local law), and an administrative and technology fee of 3% of the Services fees. Any material changes to the Services or the inclusion of additional Services shall require the mutual written agreement of the parties.
|
NOW CFO Personnel Level |
Standard Hourly Rates |
|
Partner |
$250.00 |
|
CFO |
$205.00 |
|
Technical Controller |
$185.00 |
|
Controller |
$165.00 |
|
Staff Accountant |
$95.00 |
2. Payment Terms. NOW CFO will provide biweekly invoices to Client for Services performed, which shall be due within five (5) business days following receipt thereof. Any invoice not timely paid shall be subject to a late fee penalty of 10% of the invoice balance. Client may authorize NOW CFO to process timely credit card or ACH payments by completing the Payment Authorization Form included herewith. To the extent Client has two (2) or more past-due invoices, NOW CFO reserves the right to stop work immediately. NOW CFO may contact the below-listed Client Accounts Payable representative to address any issues or questions regarding the processing of payments:
| Name of Client's AP Contact: | Email Address: | Phone Number: |
| Scott Allen, Controller | [email protected] | 949-221-1700 dial by name |
3. Retainer. In order to commence the Services, Client shall pay to NOW CFO a retainer in the amount of $0(the “Retainer”). This Retainer will not be used to pay on-going, current invoices, but may be applied by NOW CFO, in its sole discretion, to cover any past-due invoices. To the extent Client desires NOW CFO to provide any additional Services following depletion of the Retainer, Client shall be required to replenish the Retainer prior to NOW CFO’s provision of any additional Services. Upon completion of the Services, NOW CFO may apply the Retainer to Client’s final invoice(s) or return any remaining Retainer balance to Client.
4. Non-Solicitation. During the term of this Agreement, and for a period of one (1) year following termination thereof, Client shall not solicit for employment or hire, either directly or indirectly (as an employee, contractor or otherwise), any employee, former employee, agent, consultant, contractor, or other representative of NOW CFO or its affiliates (“NOW CFO Personnel”), unless Client pays to NOW CFO a placement fee equal to one hundred percent (100%) of the greater of: (i) the annual compensation NOW CFO pays to such solicited NOW CFO Personnel, or (ii) the annual compensation Client has offered to such solicited NOW CFO Personnel. Client agrees that any attempt or actual hiring of such NOW CFO Personnel without prior written approval from NOW CFO will be a material breach of this Agreement, and
that NOW CFO will be entitled to an immediate injunction and all other remedies and legal damages afforded under the law.
5. General Terms of Service. This Agreement hereby incorporates by reference NOW CFO’s general Terms of Service, which are available at www.nowcfo.com/termsofservice. By signing this Agreement below, Client hereby agrees to NOW CFO’s Terms of Service.
6. Term and Termination. The term of this Agreement shall commence as of the Effective Date and shall continue until the Services are completed or until earlier terminated upon thirty (30) days written notice by either party. In the event of any termination, Client shall be responsible for all fees incurred through the date of termination.
7. Assignment. Neither party may assign or transfer any right or obligation in connection with this Agreement without the prior written consent of the other party; provided, however that, upon written notice to Client, NOW CFO may assign this Agreement or transfer its rights and obligations hereunder to any affiliate that NOW CFO controls, is controlled by, or is under common control with, or to a party that acquires all or substantially all of NOW CFO’s assets.
8. Governing Law. This Agreement shall be governed by the laws of the State of Utah, without regard to conflict of law principles thereof. Any legal cause of action arising from or related to this Agreement shall be commenced in the state or federal courts located in Salt Lake County, Utah. The parties agree to personal jurisdiction in the courts of Salt Lake County, Utah, and agree to waive the right to trial by jury.
9. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties have entered into this Services Agreement to be effective as of the Effective Date.
| NOW CFO: | CLIENT: Pacific Health Care Organization, Inc. |
| NOW CFO UTAH III, LLC | |
| By: | By: |
 |
 |
| Name: Chris Badger | Name: Lauren Kubota |
| Title: Partner | Title: Vice President |
| Email: [email protected] | Email: [email protected] |
| Phone: (801) 598-9390 | Phone: 949-221-1700, dial by name |
Payment Authorization Form
ACH Payment Information
Bank Name:
Account Number:
Routing Number:
Credit Card Payment Information
Card Number:
Security Code:
Expiration Date:
Cardholder Name:
Billing Street Address:
City:
State:
Zip Code:
Email:
The undersigned authorized representative hereby authorizes NOW CFO, LLC to charge the account provided above, via ACH or credit card, as applicable, variable amounts on a recurring basis in settlement of charges for services provided by NOW CFO, LLC or its affiliated entities (“NOW CFO”) to Client.
For the purpose of executing this authority, NOW CFO agrees to provide periodic invoices, as detailed in the Services Agreement between NOW CFO and Client, detailing the amount due not later than (2) business days prior to charging the designated account. NOW CFO will automatically charge the account for any amount due. NOW CFO will provide notice and receipt, via email, when this account is charged.
This Authorization will remain in effect until rescinded in writing to NOW CFO at 210 North 2100 West, Salt Lake City, Utah 84116.
Authorized Representative:
Signed:
Print:
Dated:
