UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

~~Pursuant~~Date of toReport ~~Section 13 or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported) May of12, ~~1934~~2017

Date of Report (Date of earliest event reported) May 1, 2017

CALEMINDER INC.

(Exact name of registrant as specified in charter)

Delaware		000-55379		47-0993705
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

	10161 Park Run Drive, Suite 150, Las Vegas, Nevada	89145
	(Address of Principal Executive Offices)	(zip code)

(702) 805-2700

(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 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨☐ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ¨ ☐

Item 5.0102 ~~Changes~~Departure inof ~~Control~~Directors or Certain Officers; Election of ~~Registrant~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On May 1,~~ 2017, ~~Shira Halperin, the holder of 7,500,000 shares (the “Restricted Shares”) of common stock (“Common~~ Stock”) ofIncentive Caleminder Inc. (the “Company”), representing 75% of the Company’s outstanding shares of Common Stock, sold all of such shares to certain third parties, including (i) Pure Harvest Cannabis Producers Inc., a Nevada corporation (“Pure Harvest”), which purchased 5,486,041 of the Restricted Shares, and (ii) David Lamadrid, the sole shareholder and officer of Pure Harvest, who purchased 428,572 of the Restricted Shares. The aggregate purchase price for the Restricted Shares was $247,612.50 (approximately $0.033 per Restricted Share).Plan

~~Concurrently~~On May ~~with~~12, 2017, the ~~closing~~Board of Directors (the ~~sale~~ “Board”) of ~~the~~Caleminder ~~Restricted~~Inc. ~~Shares,~~(the ~~holders~~“Company”) ofadopted anthe Company’s ~~aggregate~~2017 ofStock ~~2,495,000~~Incentive ~~shares~~Plan (the “~~Unrestricted~~Stock ~~Shares~~Plan”) and reserved 2,857,143 shares of Common Stock ~~sold~~for ~~such~~issuance ~~shares~~under tothe ~~certain~~Stock ~~third~~Plan. ~~parties,~~Below ~~including~~is ~~Pure~~a ~~Harvest,~~brief ~~which~~summary ~~purchased 656,816~~ of the ~~Unrestricted~~terms ~~Shares.~~of ~~The purchase price for~~ the ~~Unrestricted~~Stock ~~Shares was $0~~Plan.~~022 per Unrestricted Share.~~

~~Pursuant~~The Stock Plan provides for the granting to the ~~Securities~~Company’s ~~Purchase~~employees, ~~Agreement between~~officers, ~~Shira~~directors, ~~Halperin~~consultants and ~~Pure~~advisors ~~Harvest~~of ~~under~~stock options ~~which~~(non-statutory ~~the~~and ~~Restricted~~incentive), ~~Shares~~restricted ~~were~~stock ~~sold~~awards, stock appreciation rights (i“SARs”), ~~David~~restricted ~~Lamadrid~~stock units ~~was~~(“RSUs”) ~~appointed~~and asother aperformance ~~director, and~~stock asawards. The purpose of the ~~Chief~~Stock ~~Executive~~Plan ~~Officer~~is ~~and~~to ~~President,~~secure offor the Company, and its ~~(ii)~~stockholders ~~Shira~~the ~~Halperin~~benefits ~~resigned~~arising asfrom ancapital ~~officer~~stock ofownership by eligible participants who are expected to contribute to the Company ’s future growth and ~~agreed~~success. toUnless ~~resign~~sooner asterminated ~~director~~in ofaccordance with its terms, the ~~Company~~Stock ~~upon~~Plan ~~request~~will byterminate on ~~Pure~~May ~~Harvest~~12, 2027.

AsThe Stock aPlan ~~result~~is administered by the Board, which may delegate any or all of its powers under the ~~forgoing~~Stock ~~transactions,~~ Plan to a ~~change~~committee init ~~control~~appoints. Subject to the terms of the ~~Company~~Stock Plan, the Board (or such committee) has ~~occurred,~~the ~~pursuant~~authority to ~~which~~determine ~~(i)~~the ~~Pure~~individuals ~~Harvest~~to iswhom, and the ~~direct~~time ~~holder~~or oftimes 6at which,~~142,857~~ ~~shares~~awards ~~of Common~~are ~~Stock~~made, ~~representing~~the ~~61.4%~~size of each award, and the ~~Company’s~~other ~~outstanding~~terms ~~shares~~and conditions of ~~Common~~each ~~Stock,~~award (iiwhich need not be identical across participants). ~~David~~The ~~Lamadrid~~Board isalso has the ~~beneficial holder~~authority, subject to the express provisions of 6the Stock Plan,~~571,429~~ to ~~shares~~construe ofthe ~~Common~~respective agreements under Stock Plan, ~~representing~~proscribe, ~~65.7%~~amend ofand rescind rules and regulations relating to Stock Plan, accelerate or extend the ~~Company’s~~dates ~~outstanding~~options ~~shares~~may be exercised or accelerate the vesting of ~~Common~~other ~~Stock~~stock awards, and ~~(iii)~~make all other determinations ~~David~~which ~~Lamadrid~~are isin the ~~Company~~Board’s ~~Chief~~judgment ~~Executive~~necessary ~~Officer~~or desirable for the administration of Stock Plan. The Board’s construction and ~~President~~interpretation of the terms and provisions of the Stock Plan are final and conclusive.

~~Pursuant~~The Board tomay ~~agreements~~at ~~entered~~any ~~into by~~time, ~~Pure~~and ~~Harvest~~from ~~with~~time ~~certain~~to ~~purchasers~~time, ofmodify or amend the ~~Unrestricted~~Stock ~~Shares~~Plan ~~(i)~~in any respect, provided that no such ~~purchasers~~modification or ~~funded~~amendment may adversely affect the ~~purchase~~rights ~~price~~of ~~for~~a ~~the~~participant under an existing stock award that has been previously granted. ~~payment~~The byBoard ~~Pure~~may ~~Harvest~~at ofany ~~the~~time ~~6,142,857~~suspend ~~shares~~or ofterminate ~~Common~~the Stock ~~purchased~~Plan, byprovided ~~Pure~~that ~~Harvest,~~any ~~and~~such ~~(ii)~~suspension ~~Pure~~or ~~Harvest~~termination ~~agreed~~shall tonot adversely ~~submit~~affect ~~all~~the rights of ~~such~~a ~~shares~~participant tounder ~~the~~any ~~Company~~stock ~~for~~award ~~cancellation.~~previously ~~The~~granted ~~shares~~while ofthe ~~Common~~ Stock ~~purchased~~Plan ~~directly~~is byin ~~David~~effect ~~Lamadrid were~~except ~~paid~~with ~~for~~the consent ~~out~~ of ~~his~~the ~~personal funds~~participant.

The foregoing ~~Company~~ is a ~~development~~summary ~~stage company~~of ~~that~~the ~~has~~Stock ~~not~~Plan, ~~generated~~does ~~any~~not ~~revenues~~purport to ~~date.~~be ~~Its~~complete, ~~sole~~and ~~operations~~is ~~since~~subject ~~inception has been limited~~ to ~~the development of an online calendar-based greeting~~ and ~~reminder~~qualified ~~service. In connection with the change~~ in ~~control~~its ~~described~~entirety ~~above, the~~by ~~Company~~reference ~~intends~~ to ~~become~~the atext ~~vertically~~of ~~integrated~~the ~~producer~~Stock Plan and ~~distributor~~related forms of ~~medical-grade~~option ~~cannabis products. However~~agreements, ~~there can~~which behave nobeen ~~assurance~~filed ~~that~~as ~~the~~exhibits ~~Company~~to ~~will~~this beCurrent Report ~~successful~~on inForm ~~executing its business plan~~8-K.

~~Item~~David Lamadrid ~~5.02~~Employment ~~Departure~~Agreement ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

~~As described above, on~~ On May 112, 2017, ~~Shira~~David ~~Halperin~~Lamadrid ~~resigned from~~entered ~~all~~into ~~of her positions as~~ an ~~officer~~Employment ofAgreement with the Company, ~~and~~which ~~David Lamadrid~~ was ~~appointed~~approved asof aby ~~Director~~the ofBoard (the ~~Company and as its~~“Employment ~~Chief~~Agreement”). ~~Executive~~Pursuant ~~Officer~~to ~~and~~the ~~President.~~Employment Agreement:

~~David~~● ~~Lamadrid, 46, founder of Pure Harvest, has more than 15 years of executive management experience in medical device technology and equipment rental companies. From 2012 to 2016,~~ Mr. Lamadrid ~~served~~ is employed as the President and Chief ~~Financial~~Executive Officer of ~~ARRI~~the ~~Rental.~~Company ~~Mr.~~for ~~Lamadrid was also~~ a ~~member~~term ofending ~~its~~on ~~U.S.~~April ~~Senior Executive Management Team with responsibility for all aspects of business leadership including executive management~~30, ~~strategy~~2018, ~~and~~subject ~~operations.~~to ~~Prior~~automatic torenewal ~~that,~~ from ~~2002~~year to ~~2012,~~year ~~Mr.~~unless ~~Lamadrid~~either ~~was~~party ~~the~~provides ~~Chief~~60-days’ ~~Financial~~notice ~~Officer~~ of CytoSorbents Corporation (NASDAQ: CTSO), a critical care immunotherapy company specializing in blood purification. During his tenure with CytoSorbents, Mr. Lamadrid was a key member of the management team that built operations from its early startnon-uprenewal ~~phase~~prior ~~through~~to the ~~commercialization~~then ofend ~~its medical device platform. This included the buildout~~ of ~~its manufacturing and R&D facility, clinical studies in~~ the ~~United~~term ~~States and European Union, and gaining regulatory approval to sell its flagship product in~~ (the EU“Term”). Mr. Lamadrid helped raise over $60 million for CytoSorbents and was instrumental in bringing the company public through a merger transaction in 2006. Mr. Lamadrid earned a Bachelor of Science degree from St. John’s University, and a Master of Business Administration in Management and Finance from the New York University Stern School of Business.

~~The~~● ~~Company and~~ Mr. Lamadrid ~~are~~is ~~not~~paid ~~currently~~ a ~~party~~base tosalary ~~any employment~~of ~~agreement~~$180,000 ~~but~~per ~~are expected to enter into such an agreement in the near term~~annum.

~~SIGNATURES~~● Mr. Lamadrid was awarded a stock option to purchase 857,143 shares of the Company’s common stock at an exercise price of $0.35 per share (the “Option”). The Option vests immediately as to one-third of the shares, and on each of October 31, 2017 and April 30, 2018 as to an additional one-third of the shares.

~~Pursuant~~● Mr. Lamadrid is entitled to be issued additional options during the ~~requirements~~Term ofuntil such time as the ~~Securities Exchange~~Company ~~Act~~raises $40 million of ~~1934~~additional equity, ~~the~~so ~~registrant~~that Mr. Lamadrid has ~~duly~~been ~~caused~~issued ~~this~~aggregate ~~report~~options tounder bethe ~~signed~~Employment onAgreement ~~its~~to ~~behalf~~purchase byat least 4% of the ~~undersigned~~Company’s ~~hereunto~~outstanding ~~duly~~shares ~~authorized~~of common stock on a fully-diluted basis.

	Caleminder, Inc.
	Date: May 5, 2017
	By:	/s/ David Lamadrid
	David Lamadrid
	Chief Executive Officer

●

In the event of a Change of Control (as defined in the Stock Plan) or if Mr. Lamadrid terminates his employment for “Good Reason” (as defined in the Employment Agreement), he will be entitled to receive, in lieu of salary and other benefits under the Agreement, (i) an amount equal to his then-current base salary, payable monthly for a period of one year, and (ii) continued coverage under all benefit plans he is then participating in until the sooner of 1.5 years after termination or one month after he becomes employed and eligible for other comparable coverage.

●

In the event Mr. Lamadrid is terminated for any reason other than for “justifiable cause”, death, disability or voluntary termination, or if Mr. Lamadrid terminates for Good Reason, then all unexercised options and restricted stock held by Mr. Lamadrid shall become fully vested and immediately exercisable, and the Option shall continue to be exercisable for the full 10-year term thereof.

The foregoing is a summary of the terms of the Employment Agreement, does not purport to be complete, and is subject to and qualified in its entirety by reference to the text of such agreement, which has been filed as an exhibit to this Current Report on Form 8-K.

Indemnification Agreement

On May 12, 2017, the Company entered into individual indemnification agreements with each of its directors, consisting of Shira Halperin and David Lamadrid. The agreements implement with more specificity, and supplement, the indemnification provisions provided by Delaware law and the Company’s By-Laws. The terms of the Indemnification Agreements provide, among other things, that to the extent permitted by Delaware law, the Company will indemnify the director or officer party to the agreement against any and all losses, expenses and liabilities arising out of such person’s service as a director or officer of the Company. The foregoing is a summary of the terms of the form Indemnification Agreement, does not purport to be complete, and is subject to and qualified in its entirety by reference to the text of such agreement, which has been filed as an exhibit to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1	Caleminder Inc. 2017 Stock Incentive Plan

Exhibit 10.2	Form of Stock Option Grant Notice for grants under the 2017 Stock Incentive Plan

Exhibit 10.3	Form of Option Agreement for grants under the 2017 Stock Incentive Plan

Exhibit 10.4	Employment Agreement between Caleminder Inc. and David Lamadrid, dated as of May 12, 2017

Exhibit 10.5	Form of Director and Officer Indemnification Agreement

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.

	Caleminder, Inc.

	Date: May 15, 2017

	By:	/s/ David Lamadrid
	David Lamadrid
	Chief Executive Officer

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