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): September 4, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
344 S. Hauser Boulevard, Suite 414
Los Angeles, California 90036
(Address of principal executive office, including zip code)
(Registrant’s telephone number, including area code)
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:
|[ ]||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))|
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 [X]
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. [ ]
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 September 4, 2018, nFüsz, Inc. announced that it had appointed Kenneth S. Cragun to its Board of Directors. The effective date of Mr. Cragun’s appointment is September 10, 2018. He will chair our Audit committee and serve on each of our other two Board committees: Compensation, and Governance and Nominating.
Mr. Cragun has been Chief Financial Officer of CorVel Corporation since January 2018. CorVel is an Irvine, California-based national provider of workers’ compensation solutions for employers, third-party administrators, insurance companies, and government agencies. Mr. Cragun also serves as a partner of Hardesty, LLC, a national executive services firm. He has been a partner of its Southern California Practice since October 2016. Mr. Cragun is a two-time finalist for the Orange County Business Journal “CFO of the Year” – Public Companies and has more than 30 years of experience, primarily in the technology industry. He served as chief financial officer of two Nasdaq-listed companies: Local Corporation (April 2009 to September 2016), formerly based in Irvine, California, which operated a U.S. top 100 website “Local.com” and, in June 2015, filed a voluntary petition in the United States Bankruptcy Court for the Central District of California seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), and Modtech Holdings, Inc. (June 2006 to March 2009), formerly based in Perris, California, which was a leading provider of modular classrooms in California and Florida and a significant provider of commercial and light industrial modular buildings in California, Florida, Arizona, Nevada, and other neighboring states and, in October 2008, filed a voluntary petition in the United States Bankruptcy Court for the Central District of California seeking relief under the provisions of Chapter 11 of the Bankruptcy Code. Mr. Cragun’s industry experience is vast with extensive experience in fast-growth environments and building teams in more than 20 countries. Mr. Cragun has led multiple financing transactions, including IPOs, PIPEs, convertible debt, term loans, and lines of credit. For these reasons, we believe that he will provide additional breadth and depth to our Board.
Mr. Cragun received his B.S. in Accounting from Colorado State University-Pueblo.
There are no family relationships between Mr. Cragun and any of our directors or executive officers. He has not engaged in any transaction with us since the beginning of our last fiscal year, the amount of which exceeded $120,000, in which he had or will have a direct or indirect material interest.
A copy of our September 4, 2018, press release announcing Mr. Cragun’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press Release, dated September 4, 2018.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: September 4, 2018||nFüsz, Inc.|
|By:||/s/ Rory J. Cutaia|
|Name:||Rory J. Cutaia|
|Title:||Chairman and Chief Executive Officer|
nFusz Appoints Financial Expert Kenneth S. Cragun to Board of Directors
|-||Brings Over 30 Years Financial Experience to Leadership Team|
HOLLYWOOD, September 4, 2018 (GLOBE NEWSWIRE) -- nFusz, Inc. (OTCQB: FUSZ), a leader in business-focused interactive video, and the pioneer of augmented sales intelligence software, announced it appointed Kenneth S. Cragun to its board of directors.
“We are fortunate to welcome a professional of Ken Cragun’s stature to our Board of Directors,” stated nFusz CEO Rory J. Cutaia. “As we continue to pursue our plans to uplist to NASDAQ, Ken’s knowledge and experience will be instrumental. He brings over 30 years of national exchange financial expertise, including experience in capital structure improvement, mergers & acquisitions, and the follow-on integration strategies and execution. With a Deloitte CPA background, billion-dollar market-cap CFO experience for NASDAQ-listed technology companies, and expertise in SEC reporting, cash management, and sophisticated financial audits, Ken is an ideal choice to chair our Audit Committee,” continued Mr. Cutaia.
“nFusz’s technology is truly ground-breaking and well-positioned to disrupt the customer relationship management software sector and beyond,” stated Mr. Cragun. “I am excited to roll-up my sleeves and dive-in to assist the company to execute its plans for global growth, both organically and through accretive acquisitions. This is an exciting time for nFusz and its stockholders.”
Mr. Cragun’s appointment as an independent director will be effective September 10, 2018. He will serve on each of nFusz’s three Board committees: Audit, Compensation, Governance and Nominating, and will also serve as Audit Committee Chair.
About Kenneth S. Cragun
A highly regarded, strategic-thinking financial executive, comfortable in fast-growth and dynamic environments, Ken Cragun has more than 30-years experience leading major financing transactions, including IPOs, completing acquisitions and executing integration strategies, and building teams in more than 20 countries. Mr. Cragun has broad business knowledge combined with strong technical skills related to GAAP accounting and SEC reporting. His area of focus has been in the technology and digital marketing sectors, including SaaS model software companies, with CFO experience in multi-national businesses of up to $600 million in annual revenue.
Mr. Cragun is currently Chief Financial Officer of CorVel Corporation, (NASDAQ: CRVL), a $1.1B market cap company and a nationwide leader in technology driven risk management programs. Mr. Cragun has been with CorVel since January 2018. He is also a CFO Partner at Hardesty, LLC, a national executive services firm since October 2016. Among his achievements prior to joining CorVel, Mr. Cragun served as chief financial officer of two NASDAQ-listed companies: Local Corporation, from April 2009 to September 2016, which operated Local.com, a U.S. top 100 website; and Modtech Holdings, Inc., from June 2006 to March 2009, a supplier of modular buildings. Mr. Cragun is also a CPA and began his professional career at Deloitte.
Mr. Cragun earned his BS in Accounting from Colorado State University-Pueblo and his AAS in Business Management from Brigham Young University-Idaho. He is also a two-time finalist for the Orange County Business Journal “CFO of the Year” – Public Companies.
About nFusz, Inc.
nFüsz, Inc. (OTCQB: FUSZ) is a recognized leader in business-focused interactive video and a pioneer of augmented sales intelligence software. The company’s flagship product, notifiCRM , is the first interactive video-based customer relationship management (CRM) platform that allows anyone to create, distribute, post, track, and measure interactive videos that do the selling for you, effectively eliminating friction and sales skill from the sales process. Prospects and customers can respond to a call to action by clicking right in the video, while the video is playing and while their interest level is piqued – and no download of any kind is required. nFusz products are cloud-based, Software-as-a-Service (SaaS), and are accessible on all mobile and desktop devices. nFusz users report significant increases in engagement and conversion rates and the company’s enterprise-class global platform can accommodate any size campaign or sales organization. nFusz products give business professionals the tools they need to compete effectively in today’s video-centric business and social media environment. The company’s newest products, also based on its interactive video technology platform, include notifiMED, for the healthcare industry, and notifiEDU, for the education sector. For more information on nFüsz, Inc., visit www.nFusz.com.
Safe Harbor Statement
This press release may contain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the safe harbor provisions of this Act, statements contained herein that look forward in time that include everything other than historical information, involve risks and uncertainties that may affect the Company’s actual results. There can be no assurance that such statements will prove to be accurate and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance. The Company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and other filings with the U. S. Securities and Exchange Commission (available at www.sec.gov). The Company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.
LHA Investor Relations , Kirsten Chapman/Moriah Shilton 415-433-3777 email@example.com