Genifer Murray, founder and President of CannLabs and a pioneer in Colorado’s cannabis industry, has been forced out of the company, which had previously described her as a “well-respected voice and advocate for safety and best practices in the marijuana industry .” CannLabs, which began trading in 2014 on the OTC with the symbol “CANL” following a reverse-merger, traded earlier this week to an all-time low of $0.30 per share.
An SEC filing after the close on Friday, October 2nd, revealed that she was fired for cause. The filing also revealed that Mark Mirken, its former CEO, is now CEO again, though the company never had properly disclosed his return to this role. Mirken is listed on the company’s website as “Vice Chairman”.
According to the company’s filing:
On September 4, 2015, the Board of Directors (the “Board”) of CannLabs, Inc. (the “Company”) terminated the employment agreement of Genifer Murray “For Cause” as such term is defined in her employment agreement. The Board terminated Ms. Murray’s employment agreement as a result of certain breaches of fiduciary duties by Ms. Murray. The Board determined that such breaches advanced Ms. Murray’s own personal interests over the interests of the Company and its shareholders. In addition, the Board determined that on numerous occasions,
Ms. Murray has disclosed confidential information regarding the Company to third parties, including members of the media and others, putting the interests of the Company and its shareholders in jeopardy. Further, Ms. Murray has repeatedly failed to follow the lawful directions of the Board, has taken actions in violation of agreements between herself and the Company, and has repeatedly made defamatory statements about current and former executive officers, directors and shareholders of the Company, exposing the Company to potential litigation by such parties. The Board determined that these infractions were incurable and terminated Ms. Murray’s employment agreement effective immediately.
In light of the foregoing, the Board (other than Ms. Murray) unanimously requested that Ms. Murray also resign as a member of the Board. Ms. Murray initially refused to resign and was subsequently informed that the Company would seek to have its stockholders remove her from the Board for cause. On September 17, 2015, the Company received a letter from Ms. Murray, pursuant to which she resigned as a member of the Board effective immediately. In her resignation letter, Ms. Murray expressed concerns regarding the manner in which the Board has conducted itself and certain actions which she found to be inappropriate and detrimental to the Company.
A copy of Ms. Murray’s resignation letter is filed herewith as Exhibit 17.1, the description of the content of the resignation letter set forth herein is qualified in its entirety to the full text of the resignation letter. On September 24, 2015, the Company received a letter from Ms. Murray in response to the draft Form 8-K which the Company provided to her prior to filing. A copy of Ms. Murray’s letter is filed herewith as Exhibit 17.2, the description of the content of the letter set forth herein is qualified in its entirety to the full text of the letter.
The Company and the continuing members of the Board disagree with the statements made by Ms. Murray in both the resignation letter and subsequent letter regarding the Form 8-K and take exception to Ms. Murray’s characterization of the facts and her conclusions. The Company is also currently evaluating potential causes of action against Ms. Murray.
The filing included two letters from Ms. Murray to the company:
In early July, CannLabs revealed in its 10-Q filing for the quarter ending March 31st that it had named its CFO, Scott McPherson, as CEO, but it filed an 8-K filing on July 22nd that indicated that McPherson had resigned his roles as CFO and CEO effective July 16th. The company is delinquent in filing its quarterly filing for the quarter ended June 30th, which was due in August, and it hasn’t issued a press release since May.
