FRQN 8-K
Frequency Holdings, Inc (FRQN)
______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM
______________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
______________________________________________________________________________
|
(Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | ||
| (Commission File Number) | (IRS Employer Identification No.) | |
| (Address of principal executive offices) | ||
| (Registrant’s telephone number, including area code) | ||
| (Former Name or 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:
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.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| OTC |
Forward-Looking Statements
This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.
Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.
Section 1.01 - Entry into a Material Definitive Agreement
On September 29, 2023, Yuengling’s Ice Cream Corporation (the “Company”) entered into a binding Memorandum of Understanding (MOU) with PickleJar Holdings Inc. The intent of the parties is to enter into a definitive agreement on or before November 15, 2023.
The definitive agreement will contain the consideration to be paid, among other terms and conditions, and typical and customary representations and warranties to be provided by the parties.
The above description of the MOU is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein. A copy of the MOU is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.
Item 7.01 Regulation FD Disclosure.
On September 26, 2023, the Company issued a press release announcing the MOU. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | |
| 10.1 | Binding Memorandum of Understanding. |
| 99.1 | Press Release dated September 28, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
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.
| Yuengling’s Ice Cream Corporation | ||
| By: | /s/ Everett Dickson | |
| Everett Dickson, Chairman & Director | ||
Date: October 2, 2023
| 4 |
Exhibit 10.1
September 26, 2023
PickleJar Holdings, Inc.
| Attention: | Jeffrey James |
| Chief Executive Officer |
Mr. James:
Yuengling's Ice Cream Corporation ("Buyer") and PickleJar Holdings, Inc. ("Seller") entered into that certain letter of intent dated August 23, 2023 (the "Original LOI"). By executing below, the Parties agree to a terminate the Original LOI, the Original LOI shall thereafter be null, void and of no effect, and the Original LOI shall be replaced entirely with the following Memorandum of Understanding ("MOU").
Buyer submits this MOU to Seller regarding the proposed acquisition (the "Transaction") of all or substantially all the assets of Seller (the"Assets") in accordance with the preliminary terms and conditions proposed in this MOU, including the Term Sheet attached hereby as "Attachment A" (the "Term Sheet"). Buyer and Seller together are defined as "Parties" and individually, as a "Party".
| 1. | Definitive and Collateral Agreements. The Parties shall endeavor to incorporate the terms and conditions expressed in this Letter in a mutually acceptable definitive agreement, which provides for a simultaneous signing and closing (together, the "Definitive Agreement"). Other closing agreements to give effect to arrangements collateral to the Transaction shall be negotiated by the Parties concurrently with the negotiation of the Definitive Agreement. |
| 2. | Confidentiality. The existence and contents of this MOU and the Term Sheet, and terms and negotiations regarding the Transaction, are intended to be confidential. None of the Parties shall discuss with or disclose to any third party the existence or contents of this MOU or Term Sheet or the discussions of the Parties regarding a potential transaction, except (i) with the express prior written consent of the other Party, (ii) as required by law, (iii) with such Party's directors, members, officers, employees, attorneys, lenders (and in the case of Buyer, its prospective lenders and other sources of capital), accountants, or advisors (collectively, "Representatives") directly and solely for the purpose of evaluating and consummating the Transaction, including taking the actions contemplated by this MOU, and (iv) disclosures by the Seller to their members; provided, however, that each Party shall be responsible for any breach of the confidentiality provisions of this paragraph 2 by its Representatives and/or equity holders. |
| 3. | Announcements. Following the closing of the Transaction (the "Closing"), the Parties in their mutual agreement may make a public announcement regarding the Transaction. |
| 4. | Expenses. Each Party will be responsible for their own legal and accounting fees and other out of-pocket costs and expenses related to the negotiation, due diligence, documentation and closing of the Transaction. |
| 5. |
No Shop/Exclusivity. Each Party agrees that neither it, nor any of its equity holders or representatives shall, directly or indirectly, through affiliates or otherwise, enter into or conduct or participate in discussions, or furnish information to, any other person, or solicit or initiate or continue any negotiations, proposals or offers of any kind with respect to a sale of the Assets or any other transaction which would prevent or impede the completion of the Transaction. |
| 1 |
| 6. | Representations. Warranties and Indemnities. In the Definitive Agreement, among other customary terms and conditions, Buyer will provide representations, warranties and indemnities covering title to the stock, authority to enter into, and the enforceability of the Definitive Agreements against Buyer. The Seller shall provide representations, indemnities and warranties as are customary in this type of transaction. The final form of all representations, warranties and indemnities will be subject to the approval of legal counsel to the Parties. |
| 7. | Closing. The Parties will close the transaction on or before November 15, 2023, unless the Parties agree to a later date, in order to complete audits or other necessary matters, agreement shall not be unreasonably withheld (the "Closing Date"). Each Party acknowledges and agrees that this MOU and the Closing of the Transaction are binding. |
| 8. | Due Diligence: Access to Personnel. Books and Records. Buyer and Seller agree that due diligence is substantially complete. |
| 9. | No Oral Agreements. Subject to the foregoing, this MOU sets out the understanding of the Parties, and there are no other written or oral agreements or understandings among the Parties and no agreement shall be deemed entered into as a result of the course of conduct of either Party. No modification or amendment to this MOU may be made except by an instrument in writing signed by duly authorized officers or agents of all of the Parties executing this MOU. |
| 10. | Conditions to Closing. The closing of this Transaction shall be subject to satisfaction of customary conditions to closing. |
| 11. | Governing Law. This MOU will be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict of law provisions that would render the law of another jurisdiction applicable. The parties agree that any disputes regarding this MOU shall be subject to the exclusive jurisdiction of the state and federal courts located in Atlanta, Fulton County, Georgia. |
| 12. | Counterparts. This MOU may be executed in one or more counterparts, including by electronic means and by email in portable document format, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
[SIGNATURE PAGE FOLLOWS]
| 2 |
| 3 |
Attachment A
Term Sheet
| Buyer | Yuengling's Ice Cream Corporation ("Buyer" or the "Company") |
| Seller | PickleJar Holdings, Inc. ("Seller") |
Transaction |
Acquisition of all or substantially all the assets of Seller (the "Assets") in exchange for 90.5% of the issued and outstanding Series A Preferred Stock (the "Stock") the Company. |
Signing Date |
On the date the Parties sign this MOU, Seller shall deliver $63,500 by wire transfer of immediately available U.S. dollars to an account specified by Buyer for Buyer's legal fees and to extinguish that certain Promissory Note dated June 1, 2023, by and between Device Corporation and the Company in the original principal amount of $40,675, as well as the reimbursement for retiring the 1800 Diagonal Lending LLC note and other costs related to this transaction". |
Closing Date |
The Parties will close the transaction on or before November 15, 2023, unless the Parties agree to a later date, in order to complete audits or other necessary matters, agreement shall not be unreasonably withheld (the "Closing Date"). |
Consideration |
On the Closing Date, Buyer shall deliver to Seller shares of the Series A Convertible Preferred Stock of the Company constituting 90.5% of the issued and outstanding Series A Convertible Preferred Stock of the Company (the "Stock Consideration").
On the Closing Date, Seller shall (i) deliver the Assets to the Company pursuant to a mutually agreeable Bill of Sale and Assignment Agreement.
On the Closing Date, the Parties will cause the Company to file a "Super 8-K" in form and substance mutually agreeable to the Parties. |
| Resignations/ Appointments | On the Closing Date, Everett M. Dickson, as sole director, will appoint one or more designees of Seller as officers and directors of the Company, and resign as a director and cause the other officers of the Company to resign contemporaneously in the same resolutions. |
| Consulting Letter Agreement | The Company and Everett M. Dickson shall enter into a mutually agreeable Agreement, whereby Mr. Dickson shall support the Company with respect to the Company's Form S-1, Reg A. and periodic filings, as well as advisory roles mutually agreed by the Company and Mr. Dickson. |
| Indemnities | The Parties reps and warranties in the Definitive Agreement, e.g., organization, authority, enforceability, title, will survive the Closing Date for 12 months. |
| Break-Up Fee | If the Closing fails to occur on or before the Closing Date for any reason other than Buyer's intentional interference with the Closing, Seller will deliver to Buyer a break up fee equal to One Hundred and Fifty Thousand Dollars ($150,000) (the "Break-Up Fee"). Within seven (7) days of execution of this MOU, Seller shall deliver the Break Up Fee to the Law Office of Anthony F. Newton pursuant to a mutually agreeable Escrow Agreement. |
| A-1 |
Exhibit 99.1
YUENGLING AND PICKLEJAR ANNOUNCE UPDATE TO COMPLETE PROPOSED BUSINESS
COMBINATION
Atlanta, GA, September 28, 2023 – Yuengling’s Ice Cream Corporation (“Yuengling’s”) (OTC: YCRM) in a joint statement with PickleJar Holdings, Inc (“PickleJar”), a Texas-based music and entertainment software company, announced the parties have mutually agreed to extend the time to complete an initial business combination (the “Deadline Date”) from September 30, 2023 to November 15, 2023. Yuengling’s further announced that PickleJar will deposit $150,000 into a trust account in connection with this extension.
The purpose of this Extension is to provide Yuengling’s with additional time to consummate the proposed business combination with PickleJar consistent with regulatory filing requirements for a transaction of this type. The parties have executed a Memorandum of Understanding (MOU) amending the agreement between the parties in connection with the Letter of Intent (“LOI”) announced on August 28, 2023. In connection with the amended MOU extension, and consistent with the requirements for the registration filing of a Super 8-K, PickleJar has retained Fruci and Associates, a certified public accounting firm to lead the audit. Additionally, PickleJar has retained the legal representation of Michael Best for the purposes of representing its shareholders in this transaction.
Commenting on today’s announcement, PickleJar’s co-founder and chief executive officer, Jeff James, said, “Throughout my career, I have done a lot of innovative work, but this has been the most exciting for me. We can see the near future of the entertainment industry that is not only integrated, but also intuitive. I am very grateful to my team, whose relentless efforts have brought the company to this monumental moment. I’d also like to extend special thanks to Yuengling’s team for its commitment to this process, and to its shareholders for their trust. As our next step, we plan to complete this work with diligence and speed so we may get on to the business of maximizing shareholder value.”
###
About Yuengling’s Ice Cream (YCRM)
Yuengling’s Ice Cream was founded by American businessman Frank D. Yuengling in 1920 to help support the family brewery during Prohibition, which lasted from January, 1920 to December, 1933. Spun off as a separate company from the brewery in 1935, Yuengling's maintained a strong tradition of making exceptional gourmet ice cream products in central Pennsylvania. The company discontinued production in 1985 when no family successor emerged. In 2014, the brand was revived with plans to expand the brand’s production and distribution. However, in 2022, the corporate reorganization resulted in plans to take the company private to consider the relaunch of its products in the spring/summer of 2023.
Yuengling’s Investor Relation Contacts:
Robert C. Bohorad, President and CEO
Email: [email protected]
Phone: 570-968-4352
| 1 |
About PickleJar Holdings
PickleJar is a content-driven media network and live entertainment technology, unifying every touchpoint of the fan experience for emerging artists, mid-sized venues, and global brands. The company's payments technology, Venue Managed Services and proprietary performance management tools are changing the way money is made and moved in the entertainment industry. Leveraging the advertising and music industry expertise of our leadership team, the ompany offers a suite of services and revenue-share programs to create direct engagement between artists and fans and increase loyalty for venues and brands through the PickCoins rewards program for the new Gratitude Economy. Visit PickleJar.com to learn more about The company's expanding platform of services engineered to "monetize the moments."
PickleJar’s Media Contact
Anna Benson
Email: [email protected]
Information about Forward-Looking Statements
This press release contains “forward-looking statements” that include statements regarding expected financial performance and growth information relating to future events. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the control of the Company and its officers and managers, and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in, or suggested by, the forward-looking statements. Important factors that could cause these differences include, but are not limited to; inability to gain or maintain licenses, reliance on unaudited statements, the Company’s need for additional funding, governmental regulation of the cannabis industry, the impact of competitive products and pricing, the demand for the Company’s products, and other risks that are detailed from time-to-time in the Company’s filings with the United States Securities and Exchange Commission. All statements other than statements of historical fact are statements that could be forward-looking statements. You can typically identify these forward-looking statements through use of words such as “may,” “will,” “can” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential,” and other similar words and expressions of the future. Yuengling’s expresses its expectations, beliefs and projections in good faith and believes that its expectations reflected in these forward-looking statements are based on reasonable assumptions. However, there is no assurance that these expectations, beliefs and projections will prove to have been correct. Such statements reflect the current views of Yuengling’s with respect to its operations and future events, and are subject to certain risks, uncertainties and assumptions relating to its proposed operations, including the risk factors set forth herein. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, Yuengling’s actual results may vary significantly from those intended, anticipated, believed, estimated, expected or planned. In light of these risks, uncertainties and assumptions, any favorable forward-looking events discussed herein might not be realized and occur. Yuengling’s undertakes no obligation to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise. For a more detailed description of the risk factors and uncertainties affecting Yuengling’s Ice Cream (YCRM), please refer to Yuengling’s recent Securities and Exchange Commission filings, which are available at www.sec.gov
| 2 |