HSTC 8-K
HST Global, Inc. (HSTC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): | November 11, 2024 (October 28, 2024) |
HST Global, Inc. |
(Exact Name of Registrant as Specified in its Charter) |
Nevada | 000-15303 | 73-1215433 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
509 Old Neck Road, Suite 105, Virginia Beach, VA | 23454 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code: | (800) 961-4750 |
|
(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))
Item 1.01 Entry into a Material Definitive Agreement
On October 2, 2024, HST Global, Inc. (“HSTC”), a Nevada Corporation, entered into a Membership Interest Purchase Agreement (the “Agreement”) with Amnion LLC, a Virginia limited liability company, pursuant to which HSTC acquired all of the membership interests in Amnion LLC (the “Interests”). The acquisition allows HSTC to enhance its business portfolio by integrating Amnion LLC’s assets and operations into its strategic growth initiatives.
Pursuant to the Agreement, HSTC will issue restricted stock as the purchase consideration. Specifically, 1,000,000 shares of restricted stock vested upon execution of the Agreement, with further vesting contingent upon Amnion LLC reaching specified revenue thresholds over the next 24 months, including the following:
•2,000,000 shares upon Amnion LLC achieving $250,000 in revenue within 12 months.
•2,000,000 shares upon Amnion LLC achieving $500,000 in revenue within 24 months.
In addition to the stock issuance, HSTC has committed to providing $150,000 in operational cash advances to Amnion LLC for business continuity while the terms of the transaction are finalized. The Agreement also includes provisions for HSTC to secure a $1,000,000 investment in Amnion LLC within six months.
Item 3.02 Unregistered Sales of Equity Securities
In connection with the acquisition of Amnion LLC, HSTC issued 5,000,000 shares of restricted common stock. The restricted stock will vest upon the achievement of revenue milestones as outlined in the Agreement, with resale restrictions for one year following the date of issuance.
Item 9.01. Financial Statements and Exhibits.
Exhibits
The following Exhibits are included herein:
Exhibit No. |
| Description |
10.1 |
| Membership Interest Purchase Agreement between HST Global, Inc. and Amnion LLC, dated as of October 2, 2024. |
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.
HST Global, Inc.
(Registrant)
Dated: November 11, 2024By: \s\ Mike Field
President
MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Membership Interest Purchase Agreement ("Agreement") is made and entered into as of [Date] by and between HST Global Inc., a [State] corporation ("Buyer") and the members/partners of Amnion LLC, a Virginia limited liability company ("Seller") identified on the signature pages hereto (collectively the "Members/Partners").
RECITALS
WHEREAS the Partners/Members collectively own all of the membership/partnership interests in Amnion LLC (the "Interests");
WHEREAS Buyer desires to purchase from the Partners and the Partners desire to sell to Buyer all of the Interests on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements herein contained, the parties hereto agree as follows:
1. Purchase and Sale of Interests
1.1 Interests to be Purchased. Subject to the terms and conditions of this Agreement, each Partner/Member agrees to sell, transfer, assign, convey, and deliver to Buyer, and Buyer agrees to purchase from each Member/Partner all of such Member’s/Partner's right, title, and interest in and to the Interests.
2. Consideration
2.1 Purchase Price. The purchase price for the Interests shall be the issuance of HST Global Inc. restricted stock (the "Restricted Stock") to the Partners. All shares for the transaction will be issued upfront, and the Restricted Stock will be subject to a vesting schedule based on the timelines specified below.
2. Consideration
2.1 Purchase Price. The purchase price for the Interests shall be the issuance of HST Global Inc. restricted stock (the "Restricted Stock") to the Partners. All shares for the transaction will be issued upfront, and the Restricted Stock will be subject to a vesting schedule based on the achievement of specific revenue thresholds as outlined below.
2.2 Vesting Schedule. The Restricted Stock will vest according to the following revenue thresholds:
·[Revenue Threshold 1]: 1,000,000 shares of Restricted Stock will vest upon execution of this Agreement.
·[Revenue Threshold 2]: 2,000,000 shares of Restricted Stock will vest upon Amnion LLC achieving a revenue of $250,000 within twelve months.
·[Revenue Threshold 3]: 2,000,000 shares of Restricted Stock will vest upon Amnion LLC achieving a revenue of $500,000 within 24 months.
·[Stock Pricing]: The number of shares in the three Thresholds above are based upon the issuance of the shares upon execution of this Agreement assuming the shares are trading between .95 and $1.10 per share with 41,561,226 shares outstanding immediately prior to the transaction.
2.3 Resale Restriction. The Restricted Stock issued as part of this transaction shall be subject to a resale restriction for one year from the date the transaction is finalized. During this period, the shares cannot be sold, transferred, or otherwise disposed of.
2.4 Operational Cash Advance. Upon execution of this Agreement, Buyer will advance $150,000 in operational cash to Amnion LLC to be used for the operation of the Business while the full terms of this Agreement are being completed. This advance will be deducted from the final purchase price or repaid via a note.
2.5 Investment. The transfer of the Interests is further contingent upon Buyer obtaining a $1,000,000 investment in Amnion LLC within 6 months of the execution of this Agreement.
3. Closing
3.1 Closing Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on October 2, 2024 (the "Closing Date") or such other date as the parties may mutually agree.
3.2 Deliveries at Closing. At the Closing, the following deliveries shall be made:
(a) Each Partner shall deliver to Buyer an Assignment of Interest and such other instruments of transfer as Buyer may reasonably request to effect the transfer of the Interests to Buyer.
(b) Buyer shall deliver to the Partners the Restricted Stock in accordance with Section 2.2.
4. Representations and Warranties
4.1 Representations and Warranties of the Partners. Each Partner represents and warrants to Buyer that:
(a) Such Partner is the lawful owner of the Interests being sold by such Partner, free and clear of all liens, encumbrances, and claims.
(b) Such Partner has the full power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby.
(c) This Agreement constitutes a valid and binding obligation of such Partner, enforceable against such Partner in accordance with its terms.
4.2 Representations and Warranties of Buyer. Buyer represents and warrants to the Partners that:
(a) Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada.
(b) Buyer has the full power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby.
(c) The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary corporate action.
(d) This Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
(e) The shares of Buyer shall be restricted stock, subject to the vesting schedule and resale restrictions specified herein.
5. Covenants and Agreements
5.1 Further Assurances. Each party shall execute and deliver such further documents and instruments and take such further actions as may be reasonably requested by the other party to effectuate the purposes of this Agreement.
6. Miscellaneous
6.1 Expenses. Each party shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.
6.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of law principles. The parties submit to the jurisdiction of the courts located in Loudoun County, Virginia, for all disputes related to this Agreement.
6.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
6.4 Amendments and Waivers. No amendment, waiver, or modification of this Agreement shall be valid or binding unless it is in writing and duly executed by the party to be charged therewith.
6.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
6.6 Contemporaneous or Subsequent Transaction. Buyer is issuing 1,200,000 common shares in a transaction to acquire the tradenames, URLs, and other intellectual property associated with Mow Trim Blow.com, DemiFare.com, MosquitoBlasters.com, JetSeg.com, TruMulch.com, ShrubTrimmers.com, Trex-Decks.com, and MTBGarageDoorRepair.com.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
HST Global Inc.
By: /s/ Mike Field 8/26/2024
Name: Mike Field
Title: President
HST Global Inc.
By: /s/ Jason Murphy 8/26/2024
Name: Jason Murphy
Title: CEO
Partners of Amnion LLC
[Partner 1]
By: /s/ Michael P. Fortkort 8/31/2024
Name: Michael P. Fortkort
Percentage: 45%
Title: [Title]
[Partner 2]
By: /s/ Edward Vaughan 8/26/2024
Name: Edward Vaughan
Percentage: 45%
Title: [Title]
[Partner 3]
By: /s/ Erik Melling 9/3/2024
Name: Erik Melling
Percentage: 10%
Title: [Title]