Item 1.01 – Entry into a Material Definitive Agreement
On December 23, 2020, the Company entered into a Board Advisory Agreement in which Mr. A. Carl Mudd agreed to serve as the Chairman of the Board of
Directors of the Company (the “Board”) and as Ombudsman for the Company pursuant to both Rule 53 of the Federal Rules of Civil Procedure, and to
the Order and Judgment in the settlement of a lawsuit entitled In re Eco Science Solutions, Inc. Shareholder Derivative Litigation Lead Civil
No. 1:17-cv-00530-LEW-WRP (D. Haw.)
Section 3 – Securities and Trading Markets
Item 3.02 – Unregistered Sales of Equity Securities
As consideration for serving as Ombudsman and Chairman of the Board, Mr. Mudd will receive two million five hundred thousand (2,500,000) restricted
shares of the Company’s common stock. The shares will be issued under Regulation D of the Securities Act of 1933, as amended (“Securities Act”). The shares are not registered and are categorized as “restricted securities” under the Securities Act
inasmuch as such shares are being acquired from the Company in a transaction not involving a public offering, and that under the Securities Act and applicable regulations thereunder, such securities may be resold without registration under the
Securities Act only in certain limited circumstances. Accordingly, the Restricted Stock, absent an effective registration statement, can only be sold pursuant to an exemption from registration, such as Rule 701 or Rule 144 promulgated under the
Securities Act.
Section 5 – Corporate Governance and Management
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
On December 23, 2020, the Company approved the appointment of Mr. A. Carl Mudd to serve as Chairman of the Board and Ombudsman of the Company. As
consideration for his service, in addition to receiving two million five hundred thousand (2,500,000) restricted shares of the Company’s common stock, he will receive an advisory fee of Ten Thousand Dollars ($10,000) per month, commencing December
24, 2020. Half of the monthly advisory fee ($5,000) must be paid to Mr. Mudd, while the other half of the advisory fee may be accrued on a monthly basis until the Company has closed a bona fide third-party debt and/or equity financing of at least
eight hundred thousand dollars ($800,000).
Among his key responsibilities as Chairman of the Board, Mr. Mudd will chair meetings of the Company’s Board, shareholders and executive sessions of
the Board, coordinate the activities of the directors of the Board, serve as a formal liaison between the Company's senior management and the directors of the Board, coordinate the activities of the Board's operating committees and assist
management in maintaining effective communication with the Company's shareholders.
The term of this Agreement shall be four (4) years or as set forth in the Stipulation of Order. This Agreement may be terminated by either party upon
thirty (30) days notice for material breach. If the caveat emptor symbol affixed to the Company is not removed by the OTC Marketplace by February 28, 2021, that shall constitute a material breach under this Section. In addition, this Agreement
shall terminate in the event of the resignation of Advisor from the Board.
Mr. A. Carl Mudd
Mr. Mudd has extensive management experience, especially in the financial area, and has spent over 18 years consulting with and mentoring CEOs and
board of directors of major companies on global strategy, business processes and international operations. In addition, he has 27 years of experience in international companies holding the key executive positions of chief financial officer, chief
operating officer, and president. Mr. Mudd currently, and has previously, served as a member of the board of directors and chairman of the audit committee of other China- and U.S.-based NASDAQ and AMEX listed companies and as an advisory director
to several large privately held companies. He also served as a Statutory Director and Chairman of the Nominating & Corporate Governance Committee of the National Association of Corporate Directors-North Texas Chapter and as Director in
Residence with the Institute for Excellence in Corporate Governance-School of Management, University of Texas at Dallas. He is a Certified Public Accountant, holds a business degree from St. Edward's University in Austin, Texas and a
Certification of Director Education from The National Association of Corporate Directors Institute.
Section 8 – Other Events
Item 8.01 Other Events
On December 28, 2020, the Company published a press release announcing Mr. Mudd’s acceptance to serve as Chairman of the Board and Ombudsman for the
Company.
Section 9 – Financial Statements and Exhibits
Item 9.01 – Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Eco Science Solutions, Inc.
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Date: December 29, 2020
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By:
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/s/Jeffery Taylor
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Jeffery Taylor
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Chief Executive Officer
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