Lftd Partners Inc 8-K, filed Feb 25, 2020
Lftd Partners Inc. (LIFD)
About this 8-K
Lftd Partners Inc filed this 8-K on February 25, 2020, reporting on events of February 24, 2020.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
- Item 5.01: Change in control
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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)
February 24, 2020
ACQUIRED SALES CORP.
(Exact name of registrant as specified in its charter)
Nevada |
| 87-0479286 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
31 N. Suffolk Lane, Lake Forest, Illinois |
| 60045 |
(Address of principal executive offices) |
| (Zip Code) |
847-915-2446
(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 (see General Instruction A.2. below):
[ ] 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))
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
Closing of Agreement and Plan of Merger – Warrender Enterprise Inc. d/b/a Lifted Made (fka Lifted Liquids
February 24, 2020, Acquired Sales Corp. (the “Company”), Gerard M. Jacobs and William C. “Jake” Jacobs closed on the Agreement and Plan of Merger (“Merger Agreement”) with Warrender Enterprise Inc. d/b/a Lifted Made, formerly known as Lifted Liquids (“Lifted”) and its owner Nicholas C. Warrender (“Warrender”). Some important terms of the Merger Agreement include the following:
·The Company acquired 100% of the ownership of Lifted for three million seven hundred fifty thousand dollars ($3,750,000) in cash, plus note consideration of $3,750,000 pursuant to a promissory note (“Promissory Note”), plus 3,900,455 shares of unregistered common stock of the Company, plus 645,000 shares of unregistered common stock of the Company that will constitute deferred contingent compensation to be issued and delivered to certain persons specified by Nicholas S. Warrender. In addition, warrants to purchase an aggregate of 1,820,000 shares of unregistered common stock of the Company at an exercise price of $5.00 per share will be issued and delivered to certain persons specified by Nicholas S. Warrender.
·The Promissory Note accrues interest at 2% per annum and must be repaid at the sooner of five years from execution or that time in which the Company’s consolidated earnings from the date of the closing of the merger exceeds $7.5 million.
·In connection with the Merger, Nicholas S. Warrender was granted registration rights for the 3,900,455 shares of the Company’s unregistered common stock that he received in connection with the Merger.
·Warrender, William C. “Jake” Jacobs, Gerard M. Jacobs, and the Roberti Jacobs Family Trust, who together as a group have stockholder and managerial control of the Company, entered into a stockholders agreement wherein they are required to unanimously agree on Board members and on any liquidation event involving the Company or its assets.
·The Company entered into an employment agreement with Warrender, where Warrender is entitled to $100,000 in base salary and an annual bonus stemming from the Company’s cash management bonus pool.
·As a result of the Merger, all assets, property, rights, privileges, immunities, powers, franchises, licenses, and authority of Lifted and Lifted Liquids, Inc., a merger subsidiary created in connection with the Merger (“Merger Sub”) to be the surviving entity of the Merger (“Surviving Entity”), have vested in the Surviving Entity and all debts, liabilities, obligations, restrictions, and duties of Lifted and Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Entity.
·The articles of incorporation of Merger Sub are now the articles of incorporation of the Surviving Entity, and the by-laws of Merger Sub are now the by-laws of the Surviving Entity.
·As a result of the closing of the Merger, the directors of the Company are Gerard M. Jacobs (Chairman), Nicholas S. Warrender (Vice Chairman), Vincent J. Mesolella (Lead outside director), Thomas W. Hines, James S. Jacobs, Joshua A. Bloom, Richard E. Morrissy, Michael D. McCaffrey and Kevin J. Rocio who was designated by Nicholas S. Warrender and was acceptable to Gerard M. Jacobs.
·As a result of the closing of the Merger, the officers of the Company are currently:
oGerard M. Jacobs - Chairman, CEO and Secretary
oWilliam C. Jacobs - President, CFO and Treasurer
oNicholas S. Warrender - Vice Chairman, Chief Operating Officer
The foregoing description of the Merger Agreement and its exhibits, including the Promissory Note, Warrender Employment Agreement, Registration Rights Agreement, and Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, and the exhibits thereto, a further described in the Information Statement filed with the Securities and Exchange Commission on January 31, 2020. The Information Statement and exhibits included in it are incorporated in this Item 2.01 by reference.
Any equity securities that may be issued in the Company’s capital raise to fulfill the obligations stemming from the Merger Agreement, including repayment of the Promissory Note, will not be registered at the time of issuance under the Securities Act of 1933, as amended, or applicable state laws and may not be offered or sold in the United States absent registration or an available exemption under applicable federal and state securities laws. The disclosures in this Form 8-K regarding the Company’s capital raise to finance the promissory note or any portion of the Merger Agreement are being made pursuant to Rule 135c under the Securities Act of 1933. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company or Lifted.
Section 3 - Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities
In connection with the Merger Agreement, the Company issued 3,900,455 shares to Nicholas S. Warrender. These shares represent approximately fifty-nine percent (59%) of the outstanding shares of the Company after the Merger pursuant to an exemption under Section 4(a)(2) of the Securities Act.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
As a result of the Merger Agreement, the Company experienced a change in control with Nicholas S. Warrender effectively acquiring stockholder control of us, subject to the stockholders agreement with William C. “Jake” Jacobs, Gerard M. Jacobs, and the Roberti Jacobs Family Trust, who together as a group have stockholder and managerial control of the Company wherein they are required to unanimously agree on Board members and on any liquidation event involving the Company or its assets. The disclosure set forth in Item 2.01 to this Report is incorporated into this item by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2020, as required by the Merger Agreement, the Board appointed Nicholas S. Warrender to fill a vacancy on the Board of Directors and to serve as Vice Chairman of the Board. In addition, Mr. Warrender has been appointed to serve as Chief Operating Officer of the Company.
Nicholas S. “Nick” Warrender is Vice Chairman of our Board of Directors, Chief Executive Officer and Secretary of the Company. Nick founded Lifted Made in 2015 with $900 in a 10' by 10' room. Nick is an expert in brand design and development and has a degree in Communications with a focus on Business and Cinematography from Carthage College. Previously, Nick was a top tier basketball player as well as produced and performed music at prestigious clubs, such as the Viper Room, throughout the US.
On February 24, 2020, the Board appointed Kevin J. Rocio to fill a vacancy on the Board of Directors. Pursuant to the Merger Agreement, Kevin J. Rocio was designated by Nicholas S. Warrender and was found reasonably acceptable to Gerard M. Jacobs.
Kevin J. Rocio is member of the Acquired Sales board of directors is a seasoned award-winning veteran in all areas of real estate including commercial, residential, finance and development. Kevin is a graduate of Elmhurst College and an immediate past board member of the Albany Park Community Center. In 2014, he was accepted into the CCIM (Certified Commercial Investment Member) Institute, which once initiated, he will be part of a recognized group of experts in the commercial and investment real estate industry. Most recent accolades include the Chicago Defenders “Men of Excellence Award” and this year received the Chicago Association of REALTORS Commercial Award only to be followed by the National Association of Realtors “National Commercial Award.”
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1Press Release Dated February 25, 2020
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
ACQUIRED SALES CORP.
/s/ Gerard M. Jacobs
Gerard M. Jacobs
Chief Executive Officer
Dated: February 25, 2020
Acquired Sales Corp. Closes Acquisition of 100% of CBD Industry Leader Lifted Made
Lifted Made’s Focus is People, Products and Profitability
LAKE FOREST, IL, February 25, 2020 (GLOBE NEWSWIRE) -- Acquired Sales Corp. (OTC Pink: AQSP) today announced that it has closed on its acquisition of 100% of profitable, growing CBD-infused products maker Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) (www.LiftedMade.com), of Zion, Illinois, for consideration of (1) $3.75 million in cash, (2) $3.75 million in the form of a secured promissory note, (3) 4,545,455 shares of unregistered common stock of AQSP, and (4) warrants to purchase 1,820,000 shares of unregistered common stock of AQSP at an exercise price of $5.00 per share.
Nicholas S. Warrender, Founder and CEO of Lifted Made, is continuing as the CEO of Lifted Made under a long-term employment agreement, and has also become Vice Chairman and Chief Operating Officer of AQSP.
Warrender stated: “Lifted has become a magnet for drawing in the most talented people from diverse backgrounds and industries; we don’t care about your gender, race, creed, etc. Our culture fosters collaboration and creativity, while creating more value for our shareholders and stakeholders. We’ve come a long way since 2015, when I started Lifted Made with $900 in a 10’ by 10’ room. Since then, we’ve accelerated in growing our team, facility and offerings to our customers. We crushed our goals in 2019 with massive revenue growth and great EBITDA, and we have 2020 teed up for another monster year. We are going to be announcing a series of new brands and products in
different market segments that we expect to be game-changers and market leaders.”
William C. “Jake” Jacobs, President of AQSP, stated: “In Nick Warrender and his team at Lifted Made, we have partnered with the best people, the best graphic design skills, and the best products in the cannabinoid industry. After competing in snowboarding my whole life and winning a USASA Snowboarding National Championship in Boardercross, trust me I know how to identify winners amongst my generation. Millennials stereotypically have a terrible work ethic, and expect everything to be given to them. Not Nick Warrender. Nick was a top tier high school point guard in basketball and is uber competitive. He knows how to build a winning team. The energy, creativity and productivity at Lifted Made are off the charts. We innovate and think outside of the box. Several new products that Lifted Made will be rolling out during 2020 have blockbuster potential. Lifted Made is unstoppable, and together we believe we can build the biggest company in the industry."
Jake Jacobs continued, "We are not like the many over-hyped publicly traded cannabis companies that have hundreds of millions of shares outstanding and are constantly losing tons of money. We expect Lifted Made to continue growing and to make substantial amounts of money, and on top of this, we are in discussions with a number of other talented companies that are interested in becoming our partners. We are going full throttle in 2020!”
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this document are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such information includes the growth and profitability strategies, and future plans of Lifted Made and Acquired Sales Corp. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other
factors which may cause or contribute to the actual results of Lifted Made’s and Acquired Sales Corp.’s operations or the performance or achievements of these companies differing materially from those expressed or implied by the forward-looking statements. Acquired Sales Corp. undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain other factors, including those set forth in Acquired Sales Corp.'s filings with the Securities and Exchange Commission.
CONTACTS:
Lifted Made
Attn: Nicholas S. Warrender, CEO
Phone: 224-577-8148
Email: Nick@LiftedMade.com
Website: www.LiftedMade.com
Acquired Sales Corp.
Attn: William C. “Jake” Jacobs, CPA, President and CFO
Phone: 847-400-7660
Email: JakeJacobs@AcquiredSalesCorp.com
Website: www.AcquiredSalesCorp.com