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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 (Date of earliest event reported) May 5, 2014
TRIDENT BRANDS INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 000-53707 20-1367322
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Third Floor, Olde Towne Marina, Sandyport Nassau, Bahamas SP-63777
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 888.593.0181
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:
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 7.01 REGULATION FD DISCLOSURE
PRODUCT DEVELOPMENT AGREEMENT
On May 5, 2014, Trident Brands Incorporated (the "Company") entered into a
Product Development Agreement with Continental Ingredients Canada Inc.
("Continental Ingredients") with respect to the Company's plan to commercialize
nutritional supplements and functional food and beverage products for sales in
North America (the "Agreement").
Under the Agreement the Company has engaged Continental Ingredients on an
exclusive basis to provide services for the development, manufacture and supply
of the Company's products for a period of five years commencing on May 5, 2014
and ending on May 5, 2019, such term to renew automatically for a further 12
months unless either party delivers written termination notice six months prior
to the expiration of the initial term or renewal period.
Continental Ingredients will submit for approval by the Company, proposals for
the production of any products. Once product specifications have been approved
by the Company, the parties will enter into separate production agreements for
the manufacturing, pricing and distribution of the products (the "Production
Agreements"). The pricing of the products under the Production Agreements will
result in a gross margin to Continental Ingredients of between 20 to 30 percent,
as more particularly described in the Agreement.
The Company will remain the sole owner or licensee of all intellectual property
rights associated with the products.
APPOINTMENT OF SPECIAL ADVISORS
On May 5, 2014, the Company appointed Robert Campbell and Karen Arsenault as
special advisors.
ROBERT CAMPBELL (AGE 59) - SPECIAL ADVISOR
Rob Campbell is a seasoned food and beverage industry professional. He is the
Co-Founder of Continental Ingredients, based in Oakville, Ontario, a major food
ingredient manufacturer and distributor. Rob holds a B.A., Business from Western
University. He will be advising the Company on opportunities in the North
American food and beverage industry.
KAREN ARSENAULT (AGE 50) - SPECIAL ADVISOR
Karen Arsenault has been involved in the food and beverage industry in a
financial capacity for over 25 years. She is currently the VP Finance at
Continental Ingredients and has previously held senior finance positions at
Ontario Pork Producers and Canada Malting. Karen is a Certified Management
Accountant and will provide guidance to the Company on the financial
implications of opportunities it will be pursuing.
GRANT OF STOCK OPTIONS
Also on May 5, 2014, the Company granted an aggregate of 2,875,000 stock options
to directors, officers, employees and consultants of the Company pursuant to the
Company's 2013 Stock Plan. The stock options are exercisable for five years from
the date of grant at exercise prices of $0.75 per share for shares vesting 12
months from the date of issuance, $1.00 per share for shares vesting 24 months
from the date of issuance and $1.50 for shares vesting 36 months from the date
of issuance. Of the 2,875,000 stock options granted, the Company granted
1,125,000 stock options to its president, Michael Brown; 300,000 stock options
to each of its directors, Donald MacPhee, Scott Chapman, Mark Holcombe; 150,000
stock options to its controller, Peter Salvo; and 350,000 stock options to each
of its special advisors, Robert Campbell and Karen Arsenault.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Product Development Agreement with Continental Ingredients dated
May 5, 2014
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.
TRIDENT BRANDS INCORPORATED
/s/ Michael Browne
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Michael Browne
President
Date: May 13, 2014
