UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: July 720, 2023

ITEM 9 LABS CORP.

(Exact name of registrant as specified in its charter)

Delaware	000-54730	96-0665018
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

2111 E. Highland Ave., Suite B375, Phoenix, AZ 85016

(Address of principal executive offices and zip code)

1-833-867-6337

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

☐ 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. ☐

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Item 1.03

Bankruptcy or Receivership

Viridis Group Holdings, LLC and Viridis Group I9 Capital LLC vs Item 9 Labs Corp

On July 11, 2023, Viridis Group Holdings, LLC (“VGH”) and Viridis Group I9 Capital LLC (“VI9”) collectively filed a motion, requesting the Superior Court of Arizona (“Court”), in the County of Maricopa, to appoint a receiver over Item 9 Labs Corp., a Delaware Corporation. The Company stipulated and agreed to the receiver appointment. On July 14, 2023, the Superior Court of Arizona, in the County of Maricopa appointed Jeremiah Foster, Resolute Commercial (“Receiver”). Effective immediately, the Receiver was granted possession, custody, and control of all the real, personal, tangible and intangible property owned by Item 9 Labs Corp. (“Item 9”, or the “Receivership Entity”), or in which the Receivership Entity has an interest. The Receiver is authorized and is entitled to exercise all of the Receivership Entity’s rights in any and all Property in which the Receivership Entity has an interest. The Receiver is appointed to manage, maintain and preserve the Property for the duration of this receivership in a reasonable, prudent, diligent and efficient manner to maximize its value for the benefit of the Receivership Entity’s equity interest holders and creditors.

Related Party Disclosures

Douglas Bowden, Chairman of the Board of Directors of Item 9 Labs Corp and Interim CEO, and Andrew Bowden, former CEO and former member of the Board of Directors of Item 9 Labs Corp hold the controlling interests of Viridis Group Holdings, LLC and Viridis Group I9 Capital LLC.

Item 5.02

Departure of Directions or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

~~Robert Mikkelsen~~Douglas Bowden – ~~Separation and Consulting~~Resignation

OnAs ~~June~~described ~~30,~~above ~~2023,~~in asItem ~~part of the Company’s overall restructuring strategy~~1.03, ~~Mr.~~two ~~Mikkelsen~~entities ~~and~~in ~~the Company agreed to terminate Mr. Mikkelsen’s employment agreement and enter~~which ~~into~~Douglas aBowden ~~consulting~~has ~~agreement~~controlling ~~whereby~~interest ~~Mr.~~in ~~Mikkelsen~~requested ~~will~~the ~~continue~~Court to ~~serve~~appoint asa ~~the~~receiver ~~Company’s Chief Financial Officer. The original term~~ of ~~the~~Item ~~consulting~~9 ~~agreement~~Labs ~~is ninety (90) days and is extendable upon mutual agreement~~Corp. ~~Total~~As ~~compensation~~such, ~~under~~Douglas ~~the~~Bowden ~~agreement~~has isresigned ~~$20,000~~his ~~monthly,~~positions ~~50%~~as Chairman of ~~which will be paid during~~ the ~~engagement~~Board ~~period,~~of Directors and ~~the~~Interim ~~remaining~~CEO ~~amount will be deferred for six months. As part~~ of ~~the~~Item ~~separation~~9 ~~agreement~~Labs ~~between~~Corp, ~~Mr.~~effective ~~Mikkelsen~~July ~~and the Company~~18, Mr2023. ~~Mikkelsen’s~~The ~~severance will be deferred for Ninety~~positions ~~(90) days at which time severance payments of $10,000 monthly~~ will be ~~paid~~left ~~for~~vacant ~~twelve~~until ~~(12)~~further ~~months.~~notice ~~The~~due ~~separation was not the result of any disagreement with the Company on any matter relating~~ to the ~~Company’s~~receivership ~~operations, policies, or practices~~appointment.

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 hereunto duly authorized.

	ITEM 9 LABS CORP.
Dated: July 7, 2023	By:	/s/ Robert Mikkelsen
Dated: July 20, 2023	By:	/s/ Robert Mikkelsen
		Robert Mikkelsen
		Chief Financial Officer

Filing Compare · Item 9 Labs Corp.