2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On or about July 1, 2022, we, Next Meats Holdings, Inc., a Nevada Company
("NXMH"), sold 5,000 shares of Series Z Preferred Stock of Dr. Foods, Inc., a
Nevada Company ("DRFS"), to White Knight Co., Ltd., a Japan Company ("WK"), at a
price of approximately $147,624 USD (20,000,000 Japanese Yen) ("The Share
Purchase Agreement"). White Knight Co., Ltd. is owned and controlled by our
Chief Executive Officer, Koichi Ishizuka. White Knight Co., Ltd. is deemed to be
an accredited investor. The purchase of shares was made for investment purposes.
The consummation of the transaction contemplated by the Share Purchase Agreement
resulted in us no longer having an equity position in DRFS and with WK becoming
the largest controlling shareholder of DRFS. Following the aforementioned
transaction, WK owns approximately 79.22% voting control of DRFS.
NXMH intends to use the proceeds from the aforementioned sale for working
capital.
The Board of Directors of NXMH, WK, and DRFS unanimously approved the above
transaction.
The aforementioned sale of shares was conducted pursuant to Regulation S of the
Securities Act of 1933, as amended ("Regulation S"). The sale of shares was made
only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i)
of Regulation S), pursuant to offshore transactions, and no directed selling
efforts were made in the United States by the issuer, a distributor, any of
their respective affiliates, or any person acting on behalf of any of the
foregoing.
A copy of the Share Purchase Agreement is attached herein as exhibit 10.1. This
Form 8-K does not purport to include full details and or terms of the Share
Purchase Agreement.
Item 9.01 Exhibits
Exhibit Number Description of Exhibit
10.1 Share Purchase Agreement (1)
(1) Filed herewith as an exhibit.
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