8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

May 20, 2022

Date of Report (Date of earliest event reported)

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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 (§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:

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.

Item 1.02 Termination of a Material DefinitiveAgreement.

On May 17, 2022, Yuengling’s Ice Cream Corporation (the “Company”) and Revolution Desserts, LLC (“Revolution”) terminated the Definitive Agreement entered into on April 30, 2022. The primary reason for the termination is the regulatory delays in qualifying the Company’s Reg 1-A. The Company will now focus its efforts on the relaunch of the Yuengling’s Ice Cream brand and on other sales and business development opportunities.

Item 9.01 Financial Statements and Exhibits.

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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.

Date:  May 20, 2022

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Exhibit 10.1

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Agreement”), binding and effective as of the 17th day of May 2022, is made and entered into by and among Yuengling’s Ice Cream Corporation, a Nevada corporation (“Buyer”), and Revolution Desserts, LLC, a New Hampshire limited liability company (the “Company”).

WHEREAS, reference is made to that certain Membership Interest Purchase Agreement, by and among the parties and the Selling Members dated April 30, 2022 (the “Purchase Agreement”) (capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement);

WHEREAS, pursuant to Section 10.1(e) of the Purchase Agreement, the parties wish to terminate the Purchase Agreement;

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, and intending to be legally bound, it is agreed as follows:

1.                  As of the date first set forth above, pursuant to Section 10.1(e) of the Purchase Agreement, the parties agree to terminate the Purchase Agreement, and as such, as of the date hereof the Purchase Agreement shall be null, void and of no effect.

2.                  Each Person executing this Agreement represents and warrants that he has the power, right, and authority to bind that party to this Agreement, that he has the power, right, and authority to terminate on behalf of that party the Purchase Agreement, that no assignment of the Purchase Agreement has been or will be made, and that no other person must approve or otherwise authorize this Agreement for it to be binding on behalf of the party.

3.                  Each party acknowledges that it has read this Agreement carefully, that the party has consulted with legal counsel regarding the terms and provisions of this Agreement (or have had the opportunity to consult with legal counsel and chosen not to do so), and that the party has relied solely upon their own judgment without the influence of anyone in entering into this Agreement. Each party further acknowledges that the party understands the significance of this Agreement and represents that the terms of this Agreement are fully understood and voluntarily accepted by each party.

4.                  In the event any provision of this Agreement is deemed to be invalid or unenforceable by any court or administrative agency of competent jurisdiction, and in the event that any provision cannot be modified so as to be valid and enforceable, then that provision shall be deemed severed from the Agreement, and the remainder of the Agreement shall remain in full force and effect.

5.                  This Agreement in all respects shall be interpreted under the laws of the Commonwealth or Pennsylvania. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.                  This Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. This Agreement may only be waived, modified or amended by written agreement signed by all parties.

7.                  This Agreement may be executed in one or more counterparts, including by email in portable document format, each of which shall constitute an original and collectively shall constitute one and the same document, and execution in such manner shall in no way affect or alter the validity of this Agreement or the rights and responsibilities of the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]

[SIGNATURE PAGE TO YICC / REVOLUTION TERMINATION AGREEMENT]