Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2022, Dave Smith notified the Company of his resignation as Chief
Operating Officer of the Company effective June 30, 2022. Mr. Smith has
indicated to the Company that his resignation is not due to a disagreement with
the Company on any matter relating to the Company's operations, policies, or
practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 30, 2022, the record date, the stockholder holding a majority of the
voting securities of the Company (the "Majority Stockholder") of Company, took
action by written consent ("Written Consent") in accordance with Article 1,
Sections 7 of the Company's by-laws and Sections 78.320 and 78,390 of the Nevada
Revised Statutes. As of such date, the Majority Stockholder held approximately
4,248,401, or approximately 10.2% of the Company's issued and outstanding common
stock ("Common Stock"), 3,585,000 shares, or approximately 89.6% of the
Company's issued and outstanding Series A Convertible Preferred Stock (the
"Series A Preferred Stock"), and 1,000,000 shares, or 100% of the Company's
issued and outstanding Series B Convertible Preferred Stock (the "Series B
Preferred Stock"). The foregoing described shares of Common Stock, Series A
Preferred Stock and Series B Preferred Stock held by the Majority Stockholder
represented a majority of the votes entitled to be cast on the matters voted
upon.
Pursuant to the Written Consent, and in lieu of the annual meeting of
stockholders, the Majority Stockholder approved and re-elected all of the
incumbent directors of the Company on the Board of Directors effective June 30,
2022.
Each incumbent director (a) has no family relationship with any other director
or executive officer of the Company, and (b) is not a party to any related
person transaction with the Company.
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VERITAS FARMS, INC. 
