Item 2.01 Completion of Acquisition or Disposition of Assets.
Closing of Agreement and Plan of Merger - Warrender Enterprise Inc. d/b/a Lifted
Made (fka Lifted Liquids
February 24, 2020, Acquired Sales Corp. (the "Company"), Gerard M. Jacobs and
William C. "Jake" Jacobs closed on the Agreement and Plan of Merger ("Merger
Agreement") with Warrender Enterprise Inc. d/b/a Lifted Made, formerly known as
Lifted Liquids ("Lifted") and its owner Nicholas C. Warrender ("Warrender").
Some important terms of the Merger Agreement include the following:
·The Company acquired 100% of the ownership of Lifted for three million seven
hundred fifty thousand dollars ($3,750,000) in cash, plus note consideration of
$3,750,000 pursuant to a promissory note ("Promissory Note"), plus 3,900,455
shares of unregistered common stock of the Company, plus 645,000 shares of
unregistered common stock of the Company that will constitute deferred
contingent compensation to be issued and delivered to certain persons specified
by Nicholas S. Warrender. In addition, warrants to purchase an aggregate of
1,820,000 shares of unregistered common stock of the Company at an exercise
price of $5.00 per share will be issued and delivered to certain persons
specified by Nicholas S. Warrender.
·The Promissory Note accrues interest at 2% per annum and must be repaid at the
sooner of five years from execution or that time in which the Company's
consolidated earnings from the date of the closing of the merger exceeds $7.5
million.
·In connection with the Merger, Nicholas S. Warrender was granted registration
rights for the 3,900,455 shares of the Company's unregistered common stock that
he received in connection with the Merger.
·Warrender, William C. "Jake" Jacobs, Gerard M. Jacobs, and the Roberti Jacobs
Family Trust, who together as a group have stockholder and managerial control of
the Company, entered into a stockholders agreement wherein they are required to
unanimously agree on Board members and on any liquidation event involving the
Company or its assets.
·The Company entered into an employment agreement with Warrender, where
Warrender is entitled to $100,000 in base salary and an annual bonus stemming
from the Company's cash management bonus pool.
·As a result of the Merger, all assets, property, rights, privileges,
immunities, powers, franchises, licenses, and authority of Lifted and Lifted
Liquids, Inc., a merger subsidiary created in connection with the Merger
("Merger Sub") to be the surviving entity of the Merger ("Surviving Entity"),
have vested in the Surviving Entity and all debts, liabilities, obligations,
restrictions, and duties of Lifted and Merger Sub shall become the debts,
liabilities, obligations, restrictions, and duties of the Surviving Entity.
·The articles of incorporation of Merger Sub are now the articles of
incorporation of the Surviving Entity, and the by-laws of Merger Sub are now the
by-laws of the Surviving Entity.
·As a result of the closing of the Merger, the directors of the Company are
Gerard M. Jacobs (Chairman), Nicholas S. Warrender (Vice Chairman), Vincent J.
Mesolella (Lead outside director), Thomas W. Hines, James S. Jacobs, Joshua A.
Bloom, Richard E. Morrissy, Michael D. McCaffrey and Kevin J. Rocio who was
designated by Nicholas S. Warrender and was acceptable to Gerard M. Jacobs.
·As a result of the closing of the Merger, the officers of the Company are
currently:
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oGerard M. Jacobs - Chairman, CEO and Secretary
oWilliam C. Jacobs - President, CFO and Treasurer
oNicholas S. Warrender - Vice Chairman, Chief Operating Officer
The foregoing description of the Merger Agreement and its exhibits, including
the Promissory Note, Warrender Employment Agreement, Registration Rights
Agreement, and Stockholders Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Merger Agreement,
and the exhibits thereto, a further described in the Information Statement filed
with the Securities and Exchange Commission on January 31, 2020. The Information
Statement and exhibits included in it are incorporated in this Item 2.01 by
reference.
Any equity securities that may be issued in the Company's capital raise to
fulfill the obligations stemming from the Merger Agreement, including repayment
of the Promissory Note, will not be registered at the time of issuance under the
Securities Act of 1933, as amended, or applicable state laws and may not be
offered or sold in the United States absent registration or an available
exemption under applicable federal and state securities laws. The disclosures in
this Form 8-K regarding the Company's capital raise to finance the promissory
note or any portion of the Merger Agreement are being made pursuant to Rule 135c
under the Securities Act of 1933. This Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy any securities of the Company or
Lifted.
Item 3.02. Unregistered Sales of Equity Securities
In connection with the Merger Agreement, the Company issued 3,900,455 shares to
Nicholas S. Warrender. These shares represent approximately fifty-nine percent
(59%) of the outstanding shares of the Company after the Merger pursuant to an
exemption under Section 4(a)(2) of the Securities Act.
Item 5.01 Changes in Control of Registrant.
As a result of the Merger Agreement, the Company experienced a change in control
with Nicholas S. Warrender effectively acquiring stockholder control of us,
subject to the stockholders agreement with William C. "Jake" Jacobs, Gerard M.
Jacobs, and the Roberti Jacobs Family Trust, who together as a group have
stockholder and managerial control of the Company wherein they are required to
unanimously agree on Board members and on any liquidation event involving the
Company or its assets. The disclosure set forth in Item 2.01 to this Report is
incorporated into this item by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2020, as required by the Merger Agreement, the Board appointed
Nicholas S. Warrender to fill a vacancy on the Board of Directors and to serve
as Vice Chairman of the Board. In addition, Mr. Warrender has been appointed to
serve as Chief Operating Officer of the Company.
Nicholas S. "Nick" Warrender is Vice Chairman of our Board of Directors, Chief
Executive Officer and Secretary of the Company. Nick founded Lifted Made in 2015
with $900 in a 10' by 10' room. Nick is an expert in brand design and
development and has a degree in Communications with a focus on Business and
Cinematography from Carthage College. Previously, Nick was a top tier basketball
player as well as produced and performed music at prestigious clubs, such as the
Viper Room, throughout the US.
On February 24, 2020, the Board appointed Kevin J. Rocio to fill a vacancy on
the Board of Directors. Pursuant to the Merger Agreement, Kevin J. Rocio was
designated by Nicholas S. Warrender and was found reasonably acceptable to
Gerard M. Jacobs.
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Kevin J. Rocio is member of the Acquired Sales board of directors is a seasoned
award-winning veteran in all areas of real estate including commercial,
residential, finance and development. Kevin is a graduate of Elmhurst College
and an immediate past board member of the Albany Park Community Center. In 2014,
he was accepted into the CCIM (Certified Commercial Investment Member)
Institute, which once initiated, he will be part of a recognized group of
experts in the commercial and investment real estate industry. Most recent
accolades include the Chicago Defenders "Men of Excellence Award" and this year
received the Chicago Association of REALTORS Commercial Award only to be
followed by the National Association of Realtors "National Commercial Award."
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