SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) August 15, 2019
HOME TREASURE FINDERS, INC.
(Exact name of Registrant as specified in its charter)
| COLORADO | 000-176154 | 26-3119496 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4045 Pecos Street
Denver, Colorado 80211
(Address of principal executive offices and Zip Code)
(720) 273-2398
(Registrant's telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment No. 1 to Stock Purchase Agreement
On August 15, 2019, Home Treasure Finders, Inc., a Colorado corporation (“Parent”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) among Parent, HMTF Merger Sub Inc., a Colorado corporation (as “Buyer” and together with the Parent, the “Buyer Parties”), Energy Hunter Resources, Inc., a Delaware corporation (the “Company”), certain stockholders of the Company set for therein (as “Sellers”), and Gary C. Evans (as the “Sellers’ Representative” and together with the Company and Sellers, the “Seller Parties”) pursuant to which, among other things, and subject to the satisfaction and waiver of the conditions set forth in the Stock Purchase Agreement, Buyer will buy from Sellers 6,328,948 shares of its common stock, par value $0.0001 per share (“Company Common Stock”) representing approximately 91% of the issued and outstanding common stock of the Company as of August 15, 2019.
On October 1, 2019, the Buyer Parties, Seller Parties, and Sellers’ Representative entered into an amendment to the Stock Purchase Agreement. Pursuant to Amendment No. 1 to the Stock Purchase Agreement, each of the parties agreed to extend to November 1, 2019 the outside date after which either the Buyer Parties or Seller Parties may terminate the Stock Purchase Agreement if the transactions contemplated thereunder have not been consummated
The foregoing description of Amendment No. 1 to the Stock Purchase Agreement is qualified in its entirety by reference to the full text of such document, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1 | Amendment No. 1 to Stock Purchase Agreement,dated October 1, 2019, among Home Treasure Finders, Inc., HMTF Merger Sub Inc,, Energy Hunter Resources, Inc. (the “Company”), certain stockholders of the Company set forth therein, and Gary C. Evans. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Home Treasure Finders, Inc. has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOME TREASURE FINDERS, INC. | |
| Date: October 3, 2019 | By: /s/ Corey Wiegand |
| Corey Wiegand | |
| Chief Executive Officer |
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EXHIBIT 10.1
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”), is entered into as of October 1, 2019, among:
(i) Home Treasure Finders, Inc., a Colorado corporation (“Parent”),
(ii) HMTF Merger Sub Inc., a Colorado corporation (“Buyer”, and together with Parent, the “Buyer Parties”),
(iii) Energy Hunter Resources, Inc., a Delaware corporation (the “Company”),
(iv) certain stockholders of the Company set forth on Schedule 3.4 hereto (collectively, the “Sellers”, and together with the Company, the “Seller Parties”), and
(v) Gary C. Evans, in the capacity of the representative of the Sellers (“Sellers’ Representative”) in accordance with this Agreement.
Each of Parent, Merger Sub, Company, and Seller may be individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
RECITALS
WHEREAS, the Buyer Parties, the Seller Parties, and Sellers’ Representative entered into that certain Stock Purchase Agreement, dated as of August 15, 2019 (the “SPA”);
WHEREAS, each of the Parties are working in good faith using commercially reasonable efforts to satisfy the conditions to closing set for in Article VI of the SPA;
WHEREAS, the Parties reasonably anticipate as of the date hereof that the conditions to closing will be satisfied on or before November 1, 2019;
WHEREAS, the Parties wish to amend the definition of Outside Date set forth in Section 7.1(b) of the SPA in order to provide each of them sufficient time to satisfy the conditions to closing; and
WHEREAS, capitalized terms used herein that are not otherwise defined shall have the meaning set forth in the SPA.
NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
1. Extension of Outside Date. The definition of the term “Outside Date” is hereby amended by replacing the date “October 1, 2019” in Section 7.1(b) with “November 1, 2019.”
2. Governing Law. This Amendment No. 1 shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.
3. No Other Amendment. The terms of this Amendment No. 1 shall supersede and prevail over any conflicting provisions of the SPA. Except as amended hereby, and subject to the preceding sentence, all of the remaining terms of the SPA shall remain unchanged and in full force and effect.
4. Miscellaneous. This Amendment No. 1 may be executed by the parties in separate counterparts, each of which when so executed will be deemed an original, and both of which together will constitute one and the same instrument. This Amendment No. 1 may be executed and delivered by electronic or facsimile transmission with the same effect as if delivered personally.
[Remainder of Page Intentionally Left Blank; Signatures Appear on Following Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.
Buyer:
HMTF MERGER SUB INC.
By: /s/ Corey Wiegand
Name: Corey Wiegand
Title: Chief Executive Officer
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.
Parent:
HOME TREASURE FINDERS, INC.
By: /s/ Corey Wiegand
Name: Corey Wiegand
Title: Chief Executive Officer
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.
The Company:
ENERGY HUNTER RESOURCES, INC.
By: /s/ Gary C. Evans
Name: Gary C. Evans
Title: Chief Executive Officer
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.
Sellers’ Representative on behalf of himself and each of the Sellers pursuant to Section 9.14 of the SPA:
/s/ Gary C. Evans
Gary C. Evans
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