SPIRITS TIME INTERNATIONAL, INC. Item 1.01 Entry into a Material Definitive Agreement.
Execution of Agreement and Plan of Merger -
On
There will be many conditions to closing of the Merger Agreement, many of which are outside of the parties' control, and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing of the merger as set out in the Merger Agreement will occur.
Closing of the acquisition of BioSculpture is subject to a number of conditions,
including but not limited to the 1-for-3 reverse stock split described above,
settlement of certain debts, cancellation of Company outstanding stock, approval
of the Company's stockholders, providing required stockholder information and
notice, the completion, filing and clearance of all necessary state and
securities filings. The parties must also create and execute several exhibits
and schedules, including formation of a merger subsidiary, Certificate of
Merger, Articles of Merger and Disclosure Schedules for both the Company and
BioSculpture. The Merger Agreement requires that the Company raise
The foregoing description of the Merger Agreement and its exhibits and schedules does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Any equity securities that may be issued in the Company's capital raise to
complete the Merger Agreement or fulfill the obligations stemming from it 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
Item 9.01 Financial Statements and Exhibits
Exhibit 10.1Agreement and Plan of Merger between
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