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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/05/22 Glucose Health, Inc. S-1/A 49:5.7M Discount Edgar/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.90M
(General Form)
4: EX-10.10 Form of Independent Director Agreement Between HTML 34K
Glucose Health, Inc. and Robert Sipper
2: EX-10.6 Convertible Promissory Note HTML 32K
3: EX-10.9 Form of Independent Director Agreement Between HTML 34K
Glucose Health, Inc. and William Sipper
5: EX-23.1 Consent of Expert or Counsel HTML 14K
11: R1 Cover HTML 46K
12: R2 Balance Sheets HTML 106K
13: R3 Balance Sheets (Parenthetical) HTML 51K
14: R4 Statements of Operations HTML 97K
15: R5 Statements of Shareholders' Equity HTML 65K
16: R6 Statements of Cash Flows HTML 92K
17: R7 Organization and Basis of Presentation HTML 28K
18: R8 Summary of Significant Accounting Policies HTML 83K
19: R9 Stockholders Equity HTML 83K
20: R10 Notes Payable HTML 30K
21: R11 Federal Income Tax HTML 48K
22: R12 Commitments Contingencies HTML 19K
23: R13 REVENUE CONCENTRATION and ACCOUNTS RECEIVABLE HTML 18K
24: R14 Recovery of Retailer Chargebacks HTML 17K
25: R15 Related Party Transactions HTML 19K
26: R16 Subsequent Events HTML 22K
27: R17 Summary of Significant Accounting Policies HTML 111K
(Policies)
28: R18 Summary of Significant Accounting Policies HTML 28K
(Tables)
29: R19 Stockholders Equity (Tables) HTML 55K
30: R20 Federal Income Tax (Tables) HTML 42K
31: R21 Organization and Basis of Presentation (Details HTML 45K
Narrative)
32: R22 Summary of Significant Accounting Policies HTML 22K
(Details)
33: R23 Summary of Significant Accounting Policies HTML 36K
(Details Narrative)
34: R24 Stockholders Deficit (Details) HTML 39K
35: R25 Stockholders Deficit (Details 1) HTML 30K
36: R26 Stockholders Deficit (Details Narrative) HTML 73K
37: R27 Notes Payable (Details Narrative) HTML 66K
38: R28 Federal Income Tax (Details) HTML 22K
39: R29 Federal Income Tax (Details 1) HTML 25K
40: R30 Federal Income Tax (Details Narrative) HTML 21K
41: R31 REVENUE CONCENTRATION and ACCOUNTS RECEIVABLE HTML 25K
(Details Narrative)
42: R32 Recovery of Retailer Chargebacks (Details HTML 16K
Narrative)
43: R33 Related Party Transactions (Details Narrative) HTML 21K
44: R34 Subsequent Events (Details Narrative) HTML 52K
47: XML IDEA XML File -- Filing Summary XML 84K
45: XML XBRL Instance -- gluc_s1_htm XML 964K
46: EXCEL IDEA Workbook of Financial Reports XLSX 86K
8: EX-101.CAL XBRL Calculations -- gluc-20220331_cal XML 103K
10: EX-101.DEF XBRL Definitions -- gluc-20220331_def XML 333K
7: EX-101.LAB XBRL Labels -- gluc-20220331_lab XML 553K
9: EX-101.PRE XBRL Presentations -- gluc-20220331_pre XML 466K
6: EX-101.SCH XBRL Schema -- gluc-20220331 XSD 113K
48: JSON XBRL Instance as JSON Data -- MetaLinks 221± 302K
49: ZIP XBRL Zipped Folder -- 0001477932-22-005660-xbrl Zip 697K
EXHIBIT 10.10
INDEPENDENT DIRECTOR AGREEMENT
This INDEPENDENT DIRECTOR AGREEMENT is dated August 1, 2022 (the “Agreement”) by and between GLUCOSE HEALTH, INC, a Delaware corporation (the “Company”), and ROBERT SIPPER, an individual (the “Director”).
WHEREAS, the Company proposes to appoint the Director upon the consummation of its prospectus offering filed on Form S-1 with the Securities and Exchange Commission June 1, 2022, and any amendments thereto (the “Effective Date”), and desires to enter into an agreement with the Director with respect to such appointment; and
WHEREAS, the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with the provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
1. Position. Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the Director hereby agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided, however, that the Director’s continued service on the Board of Directors of the Company (the “Board”) after the initial one-year term on the Board shall be subject to any necessary approval by the Company’s stockholders.
2. Duties.
(a) During the Directorship Term (as defined herein), the Director make reasonable business efforts to attend all Board meetings and Board and Management conference calls, serve on appropriate subcommittees as reasonably requested and agreed upon by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations when agreed on in advance, as appropriate and convenient, and perform such duties, services and responsibilities, and have the authority commensurate to such position.
(b) The Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may sit on the board of directors of other entities, subject to any limitations set forth by the Sarbanes-Oxley Act of 2002 and limitations provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities and use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder.
3. Compensation.
(a) Common Stock. The Director shall be issued fifteen thousand (15,000) shares of the Company’s common stock upon the Effective Date. Such shares shall fully vest 12 months after the Effective Date. The Director agrees that the shares shall be subject to any “lock up” agreement required to be signed by the Company’s officers in connection with any financing.
(b) Director Fee. The Director’s Fee for service during Directorship Term shall be set at $30,000 per annum.
(c) Independent Contractor. The Director’s status during the Directorship Term shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.
(d) Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket expenses incurred by the Director. Any expenses greater than $300.00 must be approved in advance by the Company.
4. Directorship Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the Effective Date and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur: (a) the death of the Director; (b) the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director; (c) the removal of the Director from the Board by the stockholders of the Company; and (d) the resignation by the Director from the Board.
5. Director’s Representation and Acknowledgment. The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.
6. Director Covenants.
(a) Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.
(b) Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.
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(c) Remedies. The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 6.
(d) The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 6.
7. Indemnification. The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest extent permitted under applicable law and shall use its best efforts to maintain Directors and Officers Insurance benefitting the Board.
8. Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.
9. Notices. Every notice relating to this Agreement shall be in writing and shall be given either by means of electronic communication, personal delivery or by registered or certified mail, postage prepaid, return receipt requested; to:
If to the Company:
Glucose Health, Inc.
609 SW 8th Street, Ste 600
Attn: CEO
If to the Director:
c/o 175 E Main Street, Ste 375
Either of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 9.
10. Binding Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party.
11. Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.
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12. Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.
13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any court in Delaware and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party.
14. Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.
15. Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged.
16. Tenseand Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.
17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
[the remainder of this page is left intentionally blank]
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IN WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set his hand, on the day and year first above written.
| GLUCOSE HEALTH, INC. | |||
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| /s/ Murray Fleming | |||
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| Chief Executive Officer and Director |
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| DIRECTOR |
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| /s/ Robert Sipper |
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| This ‘S-1/A’ Filing | Date | Other Filings | ||
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| Filed on: | 8/5/22 | |||
| 8/1/22 | ||||
| 6/1/22 | S-1 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/09/23 Glucose Health, Inc. S-1/A 59:7M Discount Edgar/FA 9/06/22 Glucose Health, Inc. S-1/A 9/02/22 49:5.9M Discount Edgar/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/01/22 Glucose Health, Inc. S-1 5/31/22 63:17M Discount Edgar/FA |