Item 1.01 Entry into a Material Definitive Agreement
On
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
Medical Cannabis owns fixed assets and operates a retail Medical Marijuana
Center located at
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
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
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'
The purchase price for the acquisition is
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
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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