Item 1.01. Entry into a Material Definitive Agreement.

The disclosures set forth in Item 5.02(e) below are incorporated by reference into this Item 1.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





(e)

Avenir Wellness Solutions, Inc. (the "Company") previously entered into the Employment Agreement dated as of October 2, 2020 with Ms. Duitch as Chief Strategy Officer-Wellness of the Company, and as Chief Executive Officer of Sera Labs, Inc., of which expired on October 2, 2022.

On March 8, 2023, the Company entered into the Employment Agreement with Ms. Duitch (the "Employment Agreement") as the Company's Chief Executive Officer effective as of January 1, 2023. The term of the Employment Agreement is for two years unless terminated earlier pursuant to the terms of the Employment Agreement, and will be automatically extended, upon the same terms and conditions, for a period of one year unless either party provides written notice of its intention not to extend the term of the Employment Agreement. The Employment Agreement provides Ms. Duitch with: (i) a base salary of $275,000 per year; and (ii) an incentive discretionary bonus, of which will be determined by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") prior to January 31 of each year, which date may be extended to March 31 at the Compensation Committee's discretion, and the Compensation Committee will promptly provide certification following achievement of the applicable goals, which shall be based upon business plans, forecasts and metrics presented by management of the Company and approved by the Compensation Committee on an annual basis. Ms. Duitch is entitled to 20 days' vacation time during each year and other benefits as described in the Employment Agreement.

The foregoing summary does not purport to be complete and is qualified in its entirety by the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
                Employment Agreement dated as of January 1, 2023, by and between
  10.1        Avenir Wellness Solutions, Inc. and Nancy Duitch.
              The cover page from this Current Report on Form 8-K, formatted in
104           Inline XBRL.





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