Item 1.01 Entry into a Material Definitive Agreement.
On August 24, 2021, THC Therapeutics, Inc. (the "Company") entered into an
Engagement Agreement (the "Engagement Agreement") with Shefford Capital
Management, LLC ("Shefford"), pursuant to which Shefford will act as the
Company's exclusive accounting and financial advisor, Shefford's managing
director, Jonathan Cross, will act as the Company's Chief Financial Officer, and
Shefford shall develop and execute accounting and financial strategy for the
Company.
In consideration of Shefford's services to be provided to the Company under the
Engagement Agreement, the Company will (i) compensate Shefford $2,000 per month,
plus an additional $2,000 in each month that a Quarterly Report on Form 10-Q or
Annual Report on Form 10-K is due to be filed by the Company; (ii) issue
Shefford options to purchase 1,000,000 shares of Company common stock at an
exercise price of $0.1539 per share, which options shall vest in full 90 days
after grant; (iii) issue Shefford monthly options to purchase 200,000 shares of
Company common stock at the end of each month, commencing September 2021 and
ending August 2022, provided the Engagement Agreement has not been terminated
prior to each monthly grant date, and with the exercise price of the monthly
options equal to the closing price of Company common stock on each grant date.
The initial term of the Engagement Agreement is one year, and each party has the
right to terminate the Engagement Agreement upon the provision of 30 days'
written notice to the other party.
The foregoing description of the Engagement Agreement, which does not purport to
be complete, is qualified in its entirety by reference to the Engagement
Agreement, which is attached as Exhibit 10.1 hereto, and incorporated by
reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure in Item 5.02 below is incorporated by reference into this Item
1.01.
On August 24, 2021, Jonathan Cross was appointed the Chief Financial Officer of
the Company.
Mr. Cross, age 59, has been a Managing Director of Shefford Capital Partners
since April of 2008 and presently manages its Private Equity fund, acquiring
small and lower-middle market companies. Mr. Cross is a seasoned investor with
over 33 years' experience in principal investing, domestic and cross-border M&A,
corporate finance and corporate restructuring, which, along with a vision for a
finance team focused on clarity, simplicity, transparency and accountability, he
is committed to bring to the Company.
Item 9.01 Financial Statements and Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this
report:
10.1 Engagement Agreement dated August 24, 2021, between THC
Therapeutics, Inc. and Shefford Capital Management, LLC.
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THC THERAPEUTICS, INC. 