SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 2022
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
500 Appalachian Way
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (606) 653-6100
(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 obligations 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(s)||Name of each exchange on which registered|
|Common Stock, $0.0001 par value per share||APPH||The Nasdaq Stock Market LLC|
|Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share||APPHW||The 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).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Ciara Burnham as Director
On October 17, 2022, Ciara Burnham notified the Board of Directors (the “Board”) of AppHarvest, Inc. (the “Company”) of her intent to resign from the Board and all committees thereof effective October 18, 2022. Ms. Burnham’s decision to resign was not the result of any disagreement between the Company and Ms. Burnham on any matter relating to the Company’s operations, policies, or practices.
Effective October 20, 2022, and following Ms. Burnham’s resignation, the Board appointed Greg Couch, currently serving as a member of the Nominating and Corporate Governance Committee, as Chairperson of the Nominating and Corporate Governance Committee.
Appointment of Anthony Martin as Director
On October 21, 2022, the Board appointed Anthony Martin to serve as a director of the Company, effective as of October 20, 2022. The Board also appointed Mr. Martin to serve as a member of the Audit Committee.
There is no arrangement or understanding between Mr. Martin and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Martin and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Mr. Martin requiring disclosure under Item 404(a) of Regulation S-K.
Anthony Martin, age 66, has served as a member of the board of directors of the Fruit & Vegetable Dispute Resolution Corporation, a non-profit, member-based dispute resolution organization in the fresh produce industry, since May 2018. Previously Mr. Martin served as Chief Financial Officer of Windset Farms, a controlled environment agriculture producer, from December 2007 to October 2019. Mr. Martin, a chartered accountant, received a Bachelor of Commerce and a graduate degree in Accounting, Audit and Taxation from Concordia University.
Mr. Martin will be entitled to receive a $75,000 annual retainer for service as director. At each annual stockholder meeting following which his respective term as a director continues, Mr. Martin will be entitled to receive a restricted stock unit award having a value of $100,000 which will vest in full on the date of the following year’s annual meeting of the Company’s stockholders (or the date immediately preceding the date of the following year’s annual meeting if his service as a director ends at such meeting as a result of his failure to be re-elected or not standing for re-election), subject to continuous service as of such date and subject further to acceleration of vesting upon a change in control. Mr. Martin has also entered into the Company’s standard form of indemnification agreement.
Item 7.01 Regulation FD Disclosure.
On October 21, 2022, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Martin to the Board. A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 of the Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
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.
|Dated: October 21, 2022|
|By:||/s/ Loren Eggleton|
|Chief Financial Officer|
|(Principal Financial Officer and Principal Accounting Officer)|
Media Contact: Travis Parman, Travis.Parman@appharvest.com
Investor Contact: AppHarvestIR@appharvest.com
AppHarvest appoints CEA industry veteran Tony Martin to board of directors
MOREHEAD, Ky., Oct. 21, 2022 – AppHarvest, Inc. (NASDAQ: APPH, APPHW), a leading AgTech company, public benefit corporation and Certified B Corp building some of the world’s largest high-tech indoor farms to grow affordable, nutritious fruits and vegetables at scale while providing good jobs in Appalachia, announced today the appointment of seasoned controlled environment agriculture (CEA) executive Tony Martin as an independent director of the company and a member of the audit committee, effective immediately.
Martin served as chief financial officer for nearly 12 years at Windset Farms, one of the largest CEA producers and marketers of indoor-grown crops in North America with more than 250 acres in the U.S. and Canada. At Windset, he supported both significant infrastructure and revenue growth. Martin currently serves as a consultant in the CEA sector and is a board member of the Fruit & Vegetable Dispute Resolution Corporation, a non-profit that sets standards for the trade of fresh fruits and vegetables in Canada.
“As AppHarvest focuses on improving core operations and diversifying its produce offerings with three new at-scale farms this year, I expect Tony’s depth of experience to help us optimize revenue generation,” said AppHarvest Founder & CEO Jonathan Webb.
“I believe it’s clear that AppHarvest is ripe for growth and poised to deliver on its potential. I am proud to support the innovative and expansive operations that Jonathan Webb and his team are building,” said Martin.
Martin, a chartered professional accountant, earned a bachelor of commerce in accounting and finance and a graduate diploma in accounting, audit and taxation at Concordia University in Canada. Martin fills a board seat vacated by Ciara Burnham.
AppHarvest currently sells to the top 25 national grocery store outlets as well as to select restaurants and food service providers through its distributor. AppHarvest’s flagship Morehead, Ky., farm has been harvesting since January 2021, and is expected to start harvesting its third season of tomatoes in the fourth quarter. The company soon expects to announce commercial shipments from its new 15-acre Berea, Ky. salad greens farm featuring a “touchless growing system” with autonomous harvesting and from its 30-acre Somerset, Ky. berry farm, where the team already has planted nearly one million strawberry plants for its upcoming season.
AppHarvest also continues construction on its 60-acre Richmond, Ky. farm, which will double the company’s capacity to grow tomatoes. Combined with the Morehead farm, the Richmond facility is expected to enable the company to grow about 1.5 million tomato plants per season. The AppHarvest Richmond farm also is expected to start operating before the end of 2022.
AppHarvest is a sustainable food company in Appalachia developing and operating some of the world’s largest high-tech indoor farms with robotics and artificial intelligence to build a reliable, climate-resilient food system. AppHarvest’s farms are designed to grow produce using sunshine, rainwater and up to 90% less water than open-field growing, all while producing yields up to 30 times that of traditional agriculture and preventing pollution from agricultural runoff. AppHarvest currently operates its flagship farm – about the size of 50 football fields – in Morehead, Ky., producing tomatoes. The company is developing a network of farms to produce a variety of vine crops, salad greens and berries with three more farms currently under construction that are expected to be operational by the end of 2022. For more information, visit https://www.appharvest.com/.
Certain statements included in this news release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words or phrases such as “will,” “estimate,” “continue,” “expect,” “plan,” “works to,” and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding AppHarvest’s intention to build high-tech CEA farms, the anticipated benefits of and production at such facilities, including implementation of a phased approach at each facility, timing and availability of tomatoes and other produce at top national grocery stores, restaurants, and food service providers, anticipated benefits of the third season harvest, AppHarvest’s future financial performance, as well as AppHarvest’s growth and evolving business plans and strategy, ability to capitalize on commercial opportunities, future operations, estimated financial position, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this news release, and on the current expectations of AppHarvest’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AppHarvest. These forward-looking statements are subject to a number of risks and uncertainties, including those discussed in the company’s Quarterly Report on Form 10-Q filed with the SEC by AppHarvest on August 3, 2022, under the heading “Risk Factors,” and other documents AppHarvest has filed, or that AppHarvest will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, forward-looking statements reflect AppHarvest’s expectations, plans, or forecasts of future events and views as of the date of this press release. AppHarvest anticipates that subsequent events and developments will cause its assessments to change. However, while AppHarvest may elect to update these forward-looking statements at some point in the future, AppHarvest specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing AppHarvest’s assessments of any date subsequent to the date of this news release. Accordingly, undue reliance should not be placed upon the forward-looking statements.