Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 38K
2: EX-10.1 Material Contract HTML 221K
3: EX-10.2 Material Contract HTML 69K
4: EX-99.1 Miscellaneous Exhibit HTML 233K
8: R1 Cover HTML 49K
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(Registrant’s Telephone Number, Including Area Code)
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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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(s)
Name of each exchange on which registered
iCommon Stock, $0.0001 par value per share
iHNST
iThe
Nasdaq Stock Market LLC
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 i☒
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. i☐
Item
2.02 Results of Operations and Financial Condition.
The information
provided in this Item 2.02 of this Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Adoption of 2023 Inducement Plan
On March 14, 2023, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Companyadopted the 2023 Inducement Plan (the “Inducement Plan”). The Inducement Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be administered by the Committee. The Board reserved 4,000,000 shares of the Company’s common stock for issuance under the Inducement Plan. The only persons eligible to receive
grants of Inducement Awards (as defined below) under the Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq Listing Rule 5635(c)(4). Inducement Awards may only be granted by: (i) the Committee, provided such committee is comprised solely of “independent directors” (as defined by Nasdaq Listing Rule 5605(a)(2)) or (ii) a majority of the Company’s “independent directors.” An “Inducement Award” means any right to receive the Company’s common stock, cash or other property granted under the Inducement Plan (including nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance cash awards or other stock-based awards). The Board also adopted a form of restricted
stock unit award grant notice and award agreement (the “Inducement RSU Grant Package”) for use under the Inducement Plan. In connection with Carla Vernón’s appointment as the Company’s Chief Executive Officer, Ms. Vernón is entitled to a grant of restricted stock units with a value of $5,166,667 (“Initial Grant”) under the Inducement Plan. The terms of the Initial Grant were previously disclosed in our Current Report on Form 8-K filed on December 13, 2022.
The foregoing description of the Inducement Plan and the Inducement RSU Grant Package does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Inducement Plan and the Inducement RSU Grant Package, which are filed
herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Cover
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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.
