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 27, 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 Anna Mason as Director
On October 27, 2022, Anna Mason notified the Board of Directors (the “Board”) of AppHarvest, Inc. (the “Company”) of her intent to resign from the Board and all committees thereof. Ms. Mason’s resignation was effective on October 31, 2022. Ms. Mason’s decision to resign was not the result of any disagreement between the Company and Ms. Mason on any matter relating to the Company’s operations, policies, or practices.
Appointment of Hollie P. Harris as Director
On November 2, 2022, the Board appointed Hollie P. Harris to serve as a director of the Company, effective as of November 2, 2022. The Board also appointed Ms. Harris to serve as a member of the Audit Committee and the Sustainability Committee.
There is no arrangement or understanding between Ms. Harris and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Harris and any of the Company’s other directors or executive officers. The Company is not aware of any transaction involving Ms. Harris requiring disclosure under Item 404(a) of Regulation S-K.
Hollie P. Harris, age 48, has served in various roles of increasing responsibility at Appalachian Regional Healthcare, Inc., a not-for-profit healthcare system, including as President and Chief Executive Officer since May 2021 and as Vice President of Corporate Strategy and Chief Strategy Officer from August 2005 to May 2021. Ms. Phillips received a Bachelor of Arts in Biology from the University of Richmond and a Master of Health Administration from Virginia Commonwealth University.
Ms. Harris will be entitled to receive a $75,000 annual retainer for service as director. At each annual stockholder meeting following which her respective term as a director continues, Ms. Harris 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 her service as a director ends at such meeting as a result of her 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. Ms. Harris has also entered into the Company’s standard form of indemnification agreement.
Item 7.01 Regulation FD Disclosure.
On November 2, 2022, the Company issued a press release (the “Press Release”) announcing the appointment of Ms. Harris 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: November 2, 2022|
|By:||/s/ Loren Eggleton|
|Chief Financial Officer|
|(Principal Financial Officer and Principal Accounting Officer)|
Media Contact: Darla Turner, Darla.Turner@appharvest.com
Investor Contact: AppHarvestIR@appharvest.com
AppHarvest appoints Appalachian Regional Healthcare CEO Hollie Phillips to board of directors
MOREHEAD, Ky., Nov. 2, 2022 – AppHarvest, Inc. (NASDAQ: APPH, APPHW), a sustainable food 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 Appalachian Regional Healthcare (ARH) president and CEO Hollie Harris Phillips as an independent director of the company and a member of the audit committee, effective immediately.
Phillips has served as president and CEO of the 14-hospital healthcare system, which includes multi-specialty physician practices, home health agencies, home medical equipment stores and retail pharmacies since 2021. Phillips joined the ARH system in 2002 as director of planning and soon was promoted to chief strategy officer. During her two-decade career with ARH, Phillips has overseen the organization's strategic planning, marketing, business development, service excellence, philanthropy, government relations and grants functions. Her leadership has resulted in improved access to care and enhanced financial performance of net revenue annually. Phillips earned a master's in health administration from the Medical College of Virginia and a bachelor's in biology from the University of Richmond in Richmond, Va.
“With keen insights in addressing unique regional business issues around supply chain, employee engagement and coalition-building while supporting a complementary mission to improve the lives and health outcomes of Central Appalachians, I expect Hollie’s contributions to be particularly helpful as AppHarvest focuses on improving core operations and diversifying its produce offerings with three new at-scale farms expected to be operational at the end of this year,” said AppHarvest Founder & CEO Jonathan Webb.
Phillips fills a board seat vacated by Anna Mason who resigned in conjunction with pursuing a new career opportunity.
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. Last week, the company announced commercial shipments from its new 15-acre Berea, Ky. salad greens farm featuring a “touchless growing system” with autonomous harvesting. The company soon expects to announce the opening of 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, upon completion, is expected to 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.