Exhibit 10.9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2020
Hemp Technology, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-56135
| Wyoming | 94-0490694 | |
| (State or other jurisdiction of | (IRS Employer | |
| incorporation) | Identification No.) |
| 2901 Gardena Avenue, Signal Hill, CA | 90755 | |
| (Address of principal executive offices) | (Zip Code) |
(437) 230-7399
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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)) |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Shares, Par Value $0.001 | HPTY | OTC Markets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
Explanatory Note
On August 17, 2020, Hemp Technology, Inc. (“the Company” or “the Registrant”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report, among other things, the acquisition of assets from True Leaf Pet, Inc. The Original Form 8-K did not include the final Bulk Asset Purchase Agreement.
This Amendment No. 1 (this “Amendment No. 1”) to the Original Form 8-K amends the Original Form 8-K to include the Bulk Asset Purchase Agreement in connection with the acquisition of assets from True Leaf Pet, Inc. This Amendment No. 1 does not modify or update other disclosures in, or exhibits to, the Original Form 8-K.
Item 1.01 Entry Into a Material Definitive Agreement
Asset Purchase Agreement
On August 11, 2020, 4033001, (the “Purchaser”) a Wyoming Corporation, a wholly-owned subsidiary of Hemp Technology, Inc. (the “Registrant” or “the Company”), and the Company entered into an Offer to Purchase and Agreement of Purchase and Sale (Asset Purchase) Agreement with True Leaf Pet, Inc. (the “Vendor”) Vernon, BC, Canada. True Lead Pet, Inc. is a wholly owned subsidiary of True Leaf Brands, Inc. which develops, markets and sell natural supplements and treats primarily to the specialty pet channel. The Asset Purchase Agreement was filed as Exhibit 10.8 in the Original Form 8-K.
On April 2, 2020, True Leaf Brands, Inc., and its subsidiaries True Leaf Investment Corp, True Leaf Pet, Inc. and True Leaf Cannabis, Inc. filed Notices of Intention to Make a Proposal pursuant to s. 50.4(1) of the Canadian Bankruptcy and Insolvency Act, R.S.C. 1985, c B-3, as amended. FTI Consulting, Inc. was appointed as the proposal trustee of the Sellers.
On May 13, 2020, the Supreme Court of British Columbia issued an order approving the process by which the Sellers are authorized and directed to conduct a sale process of all the Sellers’s assets, referred to as True Leaf Assets.
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4033001 was the successful bidder in this court authorized sale process. Under the terms and conditions of the Agreement, the Vendor agreed to sell the Assets, on an “as is” basis to the Purchaser in consideration of a payment of the Purchase Price of $300,000 (CDN). The purchase includes intellectual property, dietary pet supplements, pet food, pet products and personal property consisting of various office supplies and workstations.
The assets were purchased from the Vendor, free and clear of all liens, charges, encumbrances and title notations, except for Permitted Encumbrances, which include:
| i. | subsisting conditions, provisos, restrictions, exceptions and reservations, including royalties, contained in the original or any other Crown grant or disposition or implied by statute in respect of or affect the Assets. | ||
| ii. | the legal notations, charges and encumbrances registered against the Assets as of the Execution Date, save and except those legal notations, charges and encumbrances set out in Schedule D and save and except any leases or tenancies in respect of the Assets in existence as of the Closing Date; and | ||
| iii. | any other charges or encumbrances agreed to by the Purchaser. |
The Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and other obligations of the parties.
This description of the Agreement does not purport to be complete and is qualified in the entirety by reference to the Offer to Purchase and Agreement of Purchase and Sale (Asset Purchase) Agreement, which is filed as an exhibit to this Current Report on Form 8-K as Exhibits 10.8.
Bulk Asset Purchase Agreement
On September 11, 2020, 403301, a subsidiary of the Registrant, and the Registrant executed the Bulk Asset Purchase Agreement with True Leaf Pet, Inc. The Bulk Asset Purchase Agreement was based on the August 11, 2020 Offer to Purchase and Agreement of Purchase and Sale. It was approved by Order of the British Columbia Supreme Court on August 28, 2020.
The transaction was approved by the Supreme Court of British Columbia in the Bankruptcy and Insolvency, File No. B200195, Estate No. 11-2636224, filed with the Vancouver Registry. A copy of the Order made after application and Vesting Order and Stay Extension is filed in the Exhibit as part of the Bulk Asset Purchase Agreement.
The Bulk Asset Purchase Agreement transfers the assets from True Leaf Pet, Inc. to 403301 free and clear of all Encumbrances (as defined in the Vesting Order. The Bulk Asset Purchase Agreement includes a Bill of Sale and Transfer of Title dated September 11, 2020. The Permitted Encumbrances and described above are excluded from the transaction.
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Item 9.01 – Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits:
The following exhibit is filed with this Amendment No. 1:
| Incorporated by reference | ||||||||||||
| Exhibit | Exhibit Description | Filed herewith |
Form | Period Ending |
Exhibit | Filing Date | ||||||
| 10.9 | Bulk Asset Purchase Agreement dated September 11, 2020 among 4033001, Hemp Technology, Inc. and True Leaf Pet, Inc. | X | ||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Hemp Technology, Inc. Registrant | ||
| Date: September 14, 2020 | /s/ Michael Shenher | |
| Michael Shenher | ||
| Chief Executive Officer | ||
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Exhibit 10.9