Item 1.01 Entry into a Material Definitive Agreement

On March 11, 2021, the Registrant entered into an asset purchase agreement with Medihemp, LLC ("Medihemp") and its wholly owned subsidiary SLAM Enterprises, LLC ("SLAM"), and Medical Cannabis Caregivers, Inc. ("Medical Cannabis"), each an entity organized and operating under the laws of the State of Colorado, and all doing business as "Naturaleaf."

Other than with respect to the entry into the material definitive agreement, no material relationship exists between the parties to the asset purchase agreement.

Medihemp and SLAM respectively own fixed assets and operate two retail Medical Marijuana Centers located at 1004 S. Tejon Street, Colorado Springs, CO 80903, and 2727 Palmer Park Blvd. Suite A, Colorado Springs, CO 80909.

Medical Cannabis owns fixed assets and operates a retail Medical Marijuana Center located at 5875 Lehman Drive, Ste. 100, Colorado Springs, CO 80918.

Medical Cannabis also owns and operates a Medical Marijuana Optional Premises Cultivation license, and a Medical Marijuana-Infused Product Manufacturer license, along with fixed assets all located at 2611 Durango Drive, Colorado Springs, CO 80910.

By virtue of the asset purchase agreement, the Registrant agreed to purchase, and Medihemp, SLAM, and Medical Cannabis agreed to sell and/or assign to the Registrant, all of their respective fixed assets and associated intellectual property, including assignment of the following licenses issued by the Colorado Marijuana Enforcement Division ("MED") and the corresponding City of Colorado Springs ("City"):

o Medihemp's, SLAM's and Medical Cannabis' respective Medical Marijuana Center

licenses;

o Medical Cannabis' Medical Marijuana Infused Product Manufacturer license; and,

o Medical Cannabis' Medical Marijuana Optional Premises Cultivation license.

As part of the transaction, the Registrant assumed leases for Medihemp, SLAM, and Medical Cannabis' respective retail Medical Marijuana Centers. The Registrant entered into a separate lease for Medical Cannabis' Durango Drive facility.

The purchase price for the acquisition is $2.2 million dollars and the issuance of 3 million shares of the Registrant's restricted common stock. Payment terms required a $20,000 non-refundable payment upon signing, a cash payment of $1,080,000 after the receipt of the Contingent Approval Letters of the Change of Ownership applications from the MED and City, and the balance of $1,100,000 paid pursuant to a promissory note executed by Registrant effective upon receipt of the Contingent Approval Letters. The maturity date of the Promissory Note is 365 days from the Closing Date, includes 10% simple interest accruing annually, and is not subject to a pre-payment penalty.

The closing of the transaction is contingent upon the Registrant completing due diligence, including obtaining the audited financial statements of Medihemp, SLAM and Medical Cannabis, and the receipt of the Contingent Approval Letters from MED and City approving the transfer of the licenses to the Registrant. In the event MED and City do not approve the license transfers, the asset purchase agreement will terminate and the Registrant will forfeit its initial $20,000 payment. The Registrant expects to have completed this process in 60 days.

Item 9.01 Financial Statements and Exhibits





Exhibit No. Document                                           Location
10.1          Asset Purchase Agreement                         Filed Herewith
99.1          Schedule 1.1(a) Assumed Contracts                Filed Herewith
99.2          Schedule 1.1(b) Licenses                         Filed Herewith
99.3          Schedule 1.1(c) Assumed Customer Contracts       Filed Herewith
99.4          Schedule 1.1(d) Intellectual Property            Filed Herewith
99.5          Schedule 1.2(a) Excluded Contracts               Filed Herewith
99.6          Schedule 3.5(a) Unaudited Financials             Filed Herewith
99.7          Schedule 3.6(a) Material Contracts               Filed Herewith
99.8          Schedule 3.7(a) Addresses for Leased Property    Filed Herewith
99.9          Schedule 3.8(a) Business Intellectual Property   Filed Herewith
99.10         Schedule 3.10 Litigation                         Filed Herewith
99.11         Schedule 3.11(a) Employees                       Filed Herewith
99.12         Schedule 3.15(a) Business Permits                Filed Herewith
99.13         Schedule 5.6 Outstanding Warrants                Filed Herewith
Ex. A         Bill of Sale                                     Filed Herewith
Ex. B         Non-Foreign Person Declaration                   Filed Herewith
Ex. 2.3(a)    Promissory Note                                  Filed Herewith
Ex. 2.3(b)    Guaranty                                         Filed Herewith

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