8-K - LIFD - Equibles

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)

September 1, 2021

LFTD PARTNERS INC.

(Exact name of registrant as specified in its charter)

Nevada	000-52520	87-0479286
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)
4227 Habana Avenue, Jacksonville, FL		32217
(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 8 – Other Events

Item 8.01 Other Events

Letter of Intent relating to the proposed acquisition of Fresh Farms

On September 1, 2021, LFTD Partners Inc. f/k/a Acquired Sales Corp., a Nevada corporation (“AQSP”), Fresh Farms E-Liquid, LLC, a California limited liability company (“Fresh Farms”), Anthony J. Devincentis (“Devincentis”), Jakob M. Audino (“Audino”), Forrest F. Town (“Town”), John Z. Petti (“Petti”), Gerard M. Jacobs (“GJacobs”), Nicholas S. Warrender (“Warrender”) William C. Jacobs (“WJacobs”), Christopher G. Wheeler (“Wheeler”) and Matt Winters (“Winters”) (collectively the “Parties”) entered into a letter of intent (“LOI”) in connection with AQSP’s proposed acquisition from Devincentis, Audino, Petti and Town of One Hundred Percent (100%) of the ownership interests in Fresh Farms as described below.

The terms of the proposed transaction (“Transaction”) must be set forth in a definitive agreement. There are no assurances that we will be successful in negotiating an acceptable definitive agreement, when or whether a definitive agreement will be reached between the parties, or that the proposed purchase will be consummated. Even if a definitive agreement is executed, the terms of the proposed purchase may change materially from the terms set forth in the Letter of Intent. There will be many conditions to closing, many of which are outside of the parties’ control, and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing will occur, even if the parties successfully negotiate and sign a definitive agreement.

The Proposed Transaction

In the proposed Transaction:

AQSP will acquire from Devincentis, Audino, Petti and Town One Hundred Percent (100%) of the ownership interests in Fresh Farms in a reorganization (the “Merger”) wherein Fresh Farms would become a wholly owned subsidiary of AQSP, for the following consideration (“Merger Consideration”): Fourteen Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars ($14,166,666) in cash, plus Seven Million Eighty-Three Thousand Three Hundred Thirty-Four (7,083,334) shares of unregistered common stock of AQSP (“AQSP Stock”), hereinafter sometimes referred to as the “Stock Consideration”.

Following the Closing, if the Transaction occurs as proposed, AQSP will own:

•One Hundred Percent (100%) of the common stock of Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation (“Lifted Made”)

•Four Point Nine Percent (4.9%) of the common stock of each of Ablis Holding Company (“Ablis”), Bendistillery Inc. (“Bendistillery”), and Bend Spirits, Inc. (“Bend Spirits”), each an Oregon corporation

•Fifty Percent (50%) of the ownership interests in SmplyLifted LLC (“SmplyLifted”), a Delaware limited liability company.

•Assuming the proposed Savage Enterprises transactions close (See Form 8-K filed June 21, 2021), One Hundred Percent (100%) of the ownership interests in Savage Enterprises, a Wyoming corporation (“Savage”), which in turn will own: One Hundred Percent (100%) of the ownership interests in MKRC Holdings, LLC, a Wyoming limited liability company (“MKRC”); Fifty-One Percent (51%) of the ownership interests in RJMC Brands, LLC, a Wyoming limited liability company (“RJMC”); Six Percent (6%) of the ownership interests in AAA Brands, LLC, a Wyoming limited liability company (“AAA”); and Thirty-Three Percent (33%) of Remediez, a Wyoming corporation (“Remediez”).

•Assuming the proposed Premier Greens, LLC transactions close (See Form 8-K filed June 21, 2021), One Hundred Percent (100%) of the ownership interests in Premier Greens LLC, a California limited liability company (“Premier Greens”)

•Assuming the Transaction closes, One Hundred Percent (100%) of the ownership interests in Fresh Farms, a California limited liability company, which in turn will own 80% of Lift Brands North America LLC, a California limited liability company (“Lift CBD”)

Conditions

The Closing will be subject to the following conditions:

Audits. **** As promptly as possible following the execution of the LOI: Fresh Farms shall prepare, and shall cause Lift CBD to prepare, its respective financial statements for calendar years 2019 and 2020, and for the first and second quarters of calendar year 2021, including statements of income, balance sheets and cash flows (collectively the “Financial Statements”). Fresh Farms shall engage, and shall cause Lift CBD to engage, AQSP’s PCAOB-qualified independent firm of certified public accountants, Fruci & Associates II PLLC, Spokane, Washington (“Fruci”), to audit the Financial Statements (and, if necessary to comply with U.S. Securities and Exchange Commission (“SEC”) rules and regulations, to audit or review Fresh Farms’ and Lift CBD’s financial statements for subsequent calendar quarters) in accordance with U.S. generally accepted accounting principles, and to provide all opinion letters and other documents as shall be necessary to allow Fresh Farms to be acquired by AQSP in the Transaction pursuant to all applicable SEC and FASB rules and regulations, and to allow AQSP to timely file all necessary securities filings with the SEC (collectively, the “Audit”). If the results of the Audit are not acceptable to AQSP in its discretion, then the Transaction shall be abandoned as provided herein. Fruci’s fees and expenses for conducting the Audit shall be paid one-half (50%) by AQSP and one-half (50%) by Fresh Farms, regardless of whether the Transaction closes or is abandoned for any reason**.**

Mutual “Due Diligence”.

Fresh Farms shall allow AQSP to conduct a confidential so-called “due diligence” investigation of Fresh Farms’ business, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters. If the results of such “due diligence” investigation are not acceptable to AQSP in its discretion, then the Transaction shall be abandoned as provided herein.

AQSP shall allow Fresh Farms to conduct a confidential so-called “due diligence” investigation of AQSP’s business, permits, leases, contracts, books and records, financials, historical operations, business practices, computer systems, prospects, legal, taxes, and other matters. If the results of such “due diligence” investigation are not acceptable to Fresh Farms in its discretion, then the Transaction shall be abandoned, as provided herein.

Closing Documentation. If the Audit and the “due diligence” investigation of Fresh Farms is acceptable to AQSP, and if the Audit and the “due diligence” investigation of AQSP is acceptable to Fresh Farms, then the Parties shall enter into a merger agreement (the “Merger Agreement”) containing representations, warranties, covenants, conditions, and indemnifications customary to transactions like the Transaction. The Closing shall be conditioned upon the execution and delivery by the Parties of mutually acceptable, legally binding, definitive Closing documentation (the “Definitive Documents”) including:

The Merger Agreement

(a)Devincentis Employment Agreement: A five-year “rolling” employment agreement between AQSP and Devincentis, for Devincentis to serve as Fresh Farms’ CEO, and to serve as a member of AQSP’s internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted Made/Savage/Fresh Farms meeting certain financial performance criteria (the “Devincentis Employment Agreement”);

(b)Audino Employment Agreement: A five-year “rolling” employment agreement between AQSP and Audino, for Audino to serve as Fresh Farms’ Sales Manager, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted Made/Savage/Fresh Farms meeting certain financial performance criteria (the “Audino Employment Agreement”).

(c)Town Employment Agreement: A five-year “rolling” employment agreement between AQSP and Town, for Town to serve as Fresh Farms’ Director of Sales, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted Made/Savage/Fresh Farms meeting certain financial performance criteria (the “Town Employment Agreement”).

(d) Petti Agreement: A five-year agreement between AQSP and Petti, for Petti to serve as a member of Fresh Farms’ Board of Directors and as a consultant to Fresh Farms, with a monthly directorship and consulting fee of Six Thousand Dollars ($6,000) (the “Petti Agreement”).

(e)Amended Employment Agreements: Amendments to the employment agreements between AQSP and Warrender, GJacobs, WJacobs, Wheeler and Winter, respectively, on terms and conditions as are mutually acceptable to the Compensation Committee of the Board of Directors of AQSP, Warrender, GJacobs, WJacobs, Wheeler, Winters and Devincentis, to be effective upon the Closing.

(f)Shareholders Agreement: A shareholders agreement (the “Shareholders Agreement”) among Devincentis, Audino, Town, Petti, Wheeler, Winters, Warrender, GJacobs and WJacobs (collectively the “Parties to the Shareholders Agreement”), which Shareholders Agreement shall include, among other things, the following agreements:

(1)Devincentis, Audino, Town and Petti shall agree to support and vote in favor of only slates of nominees for the Boards of Directors of AQSP, Lifted Made, Savage and Fresh Farms who are mutually acceptable to the Parties to the Shareholders Agreement.

(2)Devincentis, Audino, Town and Petti shall participate in all future AQSP bonus pools, and in all future AQSP stock option and warrant packages, approved by the Compensation Committee of the Board of Directors of AQSP for the benefit of any of the Parties to the Shareholders Agreement.

(3)Devincentis, Audino, Town and Petti shall agree to support and vote in favor of only future acquisitions and divestitures, capital raises, and other lawful corporate transactions from time to time, that are mutually acceptable to the Parties to the Shareholders Agreement; and

(4)Devincentis, Audino, Town and Petti shall agree not to directly or indirectly sell or transfer any of their AQSP stock, options or warrants as part of an agreement, contract, plan or arrangement of any nature that is intended to result in a takeover or other change of control of AQSP, unless such agreement, contract, plan or arrangement is mutually acceptable to the Parties to the Shareholders Agreement and is approved by a majority of the Board of Directors of AQSP;

Working Capital/Liquidity: Evidence, satisfactory to AQSP in its discretion, that as of the Closing the aggregate value of Fresh Farms’ inventory, cash on hand, and accounts receivables exceed Fresh Farms’ accounts payable and other short-term liabilities by at least Two Million Two Hundred Thousand Dollars ($2,200,000); and

Payoff or Termination of Certain Obligations: Evidence, satisfactory to AQSP in its discretion, that Fresh Farms has paid off or otherwise terminated all obligations: (i) payable by Fresh Farms to former or current shareholders, directors, officers or employees of those entities (ii) payable by Fresh Farms to any banks or other sources of debt, excepting only Fresh Farms’ PPP loan; or (iii) payable by

Fresh Farms to Devincentis, Audino, Town, Petti, or their respective relatives, or to trusts or other entities of which they or any of their respective relatives are the beneficiaries or are otherwise affiliated.

Capital Raise. The Closing shall be conditioned upon the completion by AQSP of equity and/or debt capital raise or raises (collectively, the “Capital Raise”) totaling at least Fifty Million Dollars ($50,000,000), on pricing and other terms and conditions acceptable to AQSP in its discretion.

Tax Opinion. The Closing shall be conditioned upon the receipt by Fresh Farms, Devincentis, Audino, Town and Petti of a written opinion from Fresh Farms’ tax counsel that the Merger qualifies as a reorganization that is so-called “tax free” in regard to the Stock Consideration pursuant to the U.S. tax code and applicable Internal Revenue Service regulations promulgated thereunder (the “Tax Opinion”).

Corporate Approvals. The Closing shall be conditioned upon approval of the Transaction by the Board of Directors of AQSP, and, if necessary, by the shareholders of AQSP. Fresh Farms, Devincentis, Audino, Town and Petti have all approved the Transaction, subject only to (a) approval of the Definitive Documents by Devincentis, Audino, Town, Petti, and Fresh Farms’ legal counsel, and (b) the receipt by Devincentis, Audino, Town and Petti of the Tax Opinion from Fresh Farms’ tax counsel.

Securities Filings and Governmental Approvals. The Closing shall be conditioned upon the completion of all necessary corporate and securities filings and the obtaining of any necessary approvals from the SEC and FINRA.

Pre-Closing Agreements and Covenants

Exclusivity. During the period between the signing of the LOI and the execution and delivery of the Merger Agreement or the termination of the LOI, Fresh Farms, Lift CBD, Devincentis, Audino, Town and Petti shall not directly or indirectly enter into any discussion(s), negotiation(s), letter(s) of intent, merger(s), reorganization(s), stock sale(s), asset sale(s) (other than asset sales in the ordinary, normal, and customary course of those entities’ business), other transaction(s), loan agreement(s), financing agreement(s) or arrangement(s) of any type, other capital raise(s), or other contract(s) or arrangement(s) with any third party, or any other agreement(s), contract(s) or arrangement(s) outside the ordinary course of Fresh Farms’ business, that would or might delay or make more costly or difficult the Closing. The Merger Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Closing or termination of the Merger Agreement.

Ordinary Course of Business. During the period between the signing of the LOI and the execution and delivery of the Merger Agreement or the termination of the LOI, Devincentis, Audino, Town and Petti shall use commercially reasonable efforts to operate Fresh Farms and Lift CBD only in accordance with the ordinary, normal, and customary course thereof consistent with past practices. The Merger Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Closing or termination of the Merger Agreement.

Acquisitions. During the period between the signing of the LOI and the execution and delivery of the Merger Agreement or the termination of the LOI, Wheeler, Winters, Warrender, GJacobs and WJacobs shall fully consult with Devincentis, Audino, Town and Petti before AQSP enters into any letters of intent or definitive agreements regarding mergers and acquisitions, excepting only the acquisition of Savage and related entities. The Merger Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Closing or termination of the Merger Agreement.

Commercially Reasonable Efforts. The Parties shall use commercially reasonable efforts to cause the Closing to occur as soon as practicable, subject to the fulfillment of the conditions described above. Without limiting the generality of the foregoing, Devincentis, Audino, Town and Petti expressly agree and covenant to use commercially reasonable efforts to cause Fresh Farms to fully cooperate with the Closing of the Transaction.

Post-Closing Agreements and Covenants

Operation of Fresh Farms. Fresh Farms shall operate as wholly owned subsidiaries of AQSP under the Fresh Farms name and using Fresh Farms’ brand names (including but not limited to Fruitia, Happi and Jus) and websites (including but not limited to www.freshfarmseliquid.com), led by Devincentis as Fresh Farms’ CEO.

Operation of AQSP. Devincentis shall serve on AQSP's internal Office of the President, which shall conceptualize and articulate AQSP's go-forward operational, sales, distribution, advertising, organic growth and acquisitions strategies and initiatives that will be presented to AQSP's CEO and Board of Directors for approval.

Termination of the LOI

Events of Termination. The LOI shall terminate, without any payment by or penalty due from any party, upon execution of the Merger Agreement or if:

(a)The Audit shall not have been completed, or the results of the Audit shall have not been accepted by AQSP, by an outside date of May 25, 2022.

(b)AQSP has not closed the Capital Raise by an outside date of May 25, 2022.

(c)The Merger Agreement has not been signed by May 25, 2022 (the Merger Agreement, if executed, shall include an outside closing date of May 25, 2022, or such other date as mutually agreed by the parties).

(d)AQSP shall have delivered written notice to Fresh Farms that AQSP is abandoning the Transaction due to a determination that the results of the “due diligence” investigation of Fresh Farms are not acceptable to AQSP.

(e)Fresh Farms shall have delivered written notice to AQSP that Fresh Farms is abandoning the Transaction due to a determination that the results of the “due diligence” investigation of AQSP are not acceptable to Fresh Farms; or

(f)Any material provisions of the LOI shall be adjudged by a court or the SEC to be invalid or unenforceable, and thereafter the Parties to the LOI are unable to mutually agree upon how to proceed forward with the Transaction as impacted by such court or SEC action.

Miscellaneous

Expenses. Except as expressly set forth in the LOI, each of the Parties shall bear its or his own fees and expenses in connection with the proposed Transaction. Without limiting the generality of the foregoing, each of the Parties to the LOI shall be solely responsible for the fees and expenses owed by it or him to any lawyers, accountants, financial advisors, investment bankers, brokers or finders employed by such party.

The foregoing description of the Letter of Intent does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter of Intent, which is attached as Exhibit 10.60 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.

Any equity securities that may be issued in the Capital Raise will not be registered 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 private placement 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 AQSP or Fresh Farms.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.60	Letter of Intent relating to the proposed acquisition of Fresh Farms
Exhibit 99.1	Press Release Dated September 2, 2021

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: September 2, 2021

Microsoft Word - AQSP - Fresh Farms draft LOI 7 29 2021.docx

ACQUIRED SALES CORP.

September 1, 2021

Mr. Anthony J. Devincentis Mr. Jakob M. Audino

Mr. John Z. Petti Mr. Forrest F. Town

Fresh Farms E-Liquid, LLC 11640 Warner Ave., Suite 542 Fountain Valley, CA 92708

Re:Letter of Intent

Gentlemen:

This is a letter of intent (this “LOI”) between Fresh Farms E-Liquid, LLC, a California limited liability company (“Fresh Farms”), Anthony J. Devincentis (“Devincentis”), Jakob M. Audino (“Audino”), Forrest F. Town (“Town”), John Z. Petti (“Petti”), LFTD Partners Inc. f/k/a Acquired Sales Corp., a Nevada corporation (“AQSP”), Gerard M. Jacobs (“GJacobs”), Nicholas S. Warrender (“Warrender”) William C. Jacobs (“WJacobs”), Christopher G. Wheeler (“Wheeler”) and Matt Winters (“Winters”) (collectively the “Parties”) to engage in the following transaction (the “Transaction”), subject to the following conditions, and also subject to the following agreements and covenants, intending to be legally bound hereby:

The **** Transaction

In the Transaction, AQSP will acquire from Devincentis, Audino, Petti and Town One Hundred Percent (100%) of the ownership interests in Fresh Farms in a reorganization (the “Merger”), for the following consideration (“Merger Consideration”): Fourteen Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars ($14,166,666) in cash, plus Seven Million Eighty-Three Thousand Three Hundred Thirty-Four (7,083,334) shares of unregistered common stock of AQSP (“AQSP Stock”), hereinafter sometimes referred to as the “Stock Consideration”.

Following the Closing, AQSP will own:

•One Hundred Percent (100%) of the common stock of Lifted Liquids, Inc. d/b/a Lifted Made, an Illinois corporation (“Lifted Made”)

•Fifty Percent (50%) of the ownership interests in SmplyLifted LLC (“SmplyLifted”), a Delaware limited liability company

•One Hundred Percent (100%) of the ownership interests in Savage Enterprises, a Wyoming corporation (“Savage”), which in turn will own: One Hundred Percent (100%) of the ownership interests in MKRC Holdings, LLC, a Wyoming limited liability company (“MKRC”); Fifty-One Percent (51%) of the ownership interests in RJMC Brands, LLC, a Wyoming limited liability company (“RJMC”); Six Percent (6%) of the ownership interests in AAA Brands, LLC, a Wyoming limited liability company (“AAA”); and Thirty-Three Percent (33%) of Remediez, a Wyoming corporation (“Remediez”)

•One Hundred Percent (100%) of the ownership interests in Premier Greens LLC, a California limited liability company (“Premier Greens”)

•One Hundred Percent (100%) of the ownership interests in Fresh Farms, a California limited liability company, which in turn will own 80% of Lift Brands North America LLC, a California limited liability company (“Lift CBD”)

Conditions

The Closing will be subject to the following conditions:

1.Audits. **** As promptly as possible following the execution of this LOI: Fresh Farms shall prepare, and shall cause Lift CBD to prepare, its respective financial statements for calendar years 2019 and 2020, and for the first and second quarters of calendar year 2021, including statements of income, balance sheets and cash flows (collectively the “Financial Statements”). Fresh Farms shall engage, and shall cause Lift CBD to engage, AQSP’s PCAOB-qualified independent firm of certified public accountants, Fruci & Associates II PLLC, Spokane, Washington (“Fruci”), to audit the Financial Statements (and, if necessary to comply with U.S. Securities and Exchange Commission (“SEC”) rules and regulations, to audit or review Fresh Farms’ and Lift CBD’s financial statements for subsequent calendar quarters) in accordance with U.S. generally accepted accounting principles, and to provide all opinion letters and other documents as shall be necessary to allow Fresh Farms to be acquired by AQSP in the Transaction pursuant to all applicable SEC and FASB rules and regulations, and to allow AQSP to timely file all necessary securities filings with the SEC (collectively, the “Audit”). If the results of the Audit are not acceptable to AQSP in its discretion, then the Transaction shall be abandoned as provided herein. Fruci’s fees and expenses for conducting the Audit shall be paid one-half (50%) by AQSP and one-half (50%) by Fresh Farms, regardless of whether or not the Transaction closes or is abandoned for any reason**.**

**2.**Mutual **** “Due **** Diligence”.

3.Closing Documentation. If the Audit and the “due diligence” investigation of Fresh Farms is acceptable to AQSP, and if the Audit and the “due diligence” investigation of AQSP is acceptable to Fresh Farms, then the Parties shall enter into a merger agreement (the “Merger Agreement”) containing representations, warranties, covenants, conditions, and indemnifications customary to transactions like the Transaction. The Closing shall be conditioned upon the execution and delivery by the Parties of mutually acceptable, legally binding, definitive Closing documentation (the “Definitive Documents”) including:

(a)The **** Merger **** Agreement

(b)Devincentis Employment Agreement: A five-year “rolling” employment agreement between AQSP and Devincentis, for Devincentis to serve as Fresh Farms’ CEO, and to serve as a member of AQSP’s internal corporate steering committee called the Office of the President, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted Made/Savage/Fresh Farms meeting certain financial performance criteria (the “Devincentis Employment Agreement”);

(c)Audino **** Employment **** Agreement: A five-year “rolling” employment agreement between AQSP and Audino, for Audino to serve as Fresh Farms’ Sales Manager, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted Made/Savage/Fresh Farms meeting certain financial performance criteria (the “Audino Employment Agreement”);

(d)Town **** Employment **** Agreement: A five-year “rolling” employment agreement between AQSP and Town, for Town to serve as Fresh Farms’ Director of Sales, with an annual base salary of Two Hundred Fifty Thousand Dollars ($250,000) and an annual bonus through the company-wide management bonus pool expected to be at least Four Hundred Thousand Dollars ($400,000) subject to AQSP/Lifted Made/Savage/Fresh Farms meeting certain financial performance criteria (the “Town Employment Agreement”);

(e)Petti **** Agreement: A five-year agreement between AQSP and Petti, for Petti to serve as a member of Fresh Farms’ Board of Directors and as a consultant to Fresh Farms, with a monthly directorship and consulting fee of Six Thousand Dollars ($6,000) (the “Petti Agreement”);

(f)Amended Employment Agreements: Amendments to the employment agreements between AQSP and Warrender, GJacobs, WJacobs, Wheeler and Winter, respectively, on terms and conditions as are mutually acceptable to the Compensation Committee of the Board of Directors of AQSP, Warrender, GJacobs, WJacobs, Wheeler, Winters and Devincentis, to be effective upon the Closing;

(g)Shareholders **** Agreement: A shareholders agreement (the “Shareholders Agreement”) among Devincentis, Audino, Town, Petti, Wheeler, Winters, Warrender, GJacobs and WJacobs (collectively the “Parties to the Shareholders Agreement”), which Shareholders Agreement shall include, among other things, the following agreements:

(h)Working Capital/Liquidity: Evidence, satisfactory to AQSP in its discretion, that as of the Closing the aggregate value of Fresh Farms’ inventory, cash on hand, and accounts receivables exceed Fresh Farms’ accounts payable and other short-term liabilities by at least Two Million Two Hundred Thousand Dollars ($2,200,000); and

(i)Payoff or Termination of Certain Obligations: Evidence, satisfactory to AQSP in its discretion, that Fresh Farms has paid off or otherwise terminated all obligations: (i) payable by Fresh Farms to former or current shareholders, directors, officers or employees of those entities (ii) payable by Fresh Farms to any banks or other sources of debt, excepting only Fresh Farms’ PPP loan; or (iii) payable by Fresh Farms to Devincentis, Audino, Town, Petti, or their respective relatives, or to trusts or other entities of which they or any of their respective relatives are the beneficiaries or are otherwise affiliated.

4.Capital Raise. The Closing shall be conditioned upon the completion by AQSP of equity and/or debt capital raise or raises (collectively, the “Capital Raise”) totaling at least Fifty Million Dollars ($50,000,000), on pricing and other terms and conditions acceptable to AQSP in its discretion.

5.Tax Opinion. The Closing shall be conditioned upon the receipt by Fresh Farms, Devincentis, Audino, Town and Petti of a written opinion from Fresh Farms’ tax counsel that the Merger qualifies as a reorganization that is so-called “tax free” in regard to the Stock Consideration pursuant to the U.S. tax code and applicable Internal Revenue Service regulations promulgated thereunder (the “Tax Opinion”).

6.Corporate Approvals. The Closing shall be conditioned upon approval of the Transaction by the Board of Directors of AQSP, and, if necessary, by the shareholders of AQSP. Fresh Farms, Devincentis, Audino, Town and Petti have all approved the Transaction, subject only to (a) approval of the Definitive Documents by Devincentis, Audino, Town, Petti, and Fresh Farms’

legal counsel, and (b) the receipt by Devincentis, Audino, Town and Petti of the Tax Opinion from Fresh Farms’ tax counsel.

7.Securities Filings and Governmental Approvals. The Closing shall be conditioned upon the completion of all necessary corporate and securities filings and the obtaining of any necessary approvals from the SEC and FINRA.

Pre-Closing **** Agreements **** and **** Covenants

8.Exclusivity. During the period between the signing of this LOI and the execution and delivery of the Merger Agreement or the termination of this LOI, Fresh Farms, Lift CBD, Devincentis, Audino, Town and Petti shall not directly or indirectly enter into any discussion(s), negotiation(s), letter(s) of intent, merger(s), reorganization(s), stock sale(s), asset sale(s) (other than asset sales in the ordinary, normal, and customary course of those entities’ business), other transaction(s), loan agreement(s), financing agreement(s) or arrangement(s) of any type, other capital raise(s), or other contract(s) or arrangement(s) with any third party, or any other agreement(s), contract(s) or arrangement(s) outside the ordinary course of Fresh Farms’ business, that would or might delay or make more costly or difficult the Closing. The Merger Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Closing or termination of the Merger Agreement.

9.Ordinary Course of Business. During the period between the signing of this LOI and the execution and delivery of the Merger Agreement or the termination of this LOI, Devincentis, Audino, Town and Petti shall use commercially reasonable efforts to operate Fresh Farms and Lift CBD only in accordance with the ordinary, normal and customary course thereof consistent with past practices. The Merger Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Closing or termination of the Merger Agreement.

10.Acquisitions. During the period between the signing of this LOI and the execution and delivery of the Merger Agreement or the termination of this LOI, Wheeler, Winters, Warrender, GJacobs and WJacobs shall fully consult with Devincentis, Audino, Town and Petti before AQSP enters into any letters of intent or definitive agreements regarding mergers and acquisitions, excepting only the acquisition of Savage and related entities. The Merger Agreement shall include similar covenants regarding the period between signing the Merger Agreement and the Closing or termination of the Merger Agreement.

11.Commercially Reasonable Efforts. The Parties shall use commercially reasonable efforts to cause the Closing to occur as soon as practicable, subject to the fulfillment of the conditions described above. Without limiting the generality of the foregoing, Devincentis, Audino, Town and Petti expressly agree and covenant to use commercially reasonable efforts to cause Fresh Farms to fully cooperate with the Closing of the Transaction.

Post-Closing **** Agreements **** and **** Covenants

12.Operation **** of **** Fresh **** Farms. Fresh Farms shall operate as wholly-owned subsidiaries of AQSP under the Fresh Farms name and using Fresh Farms’ brand names (including but not limited to Fruitia, Happi and Jus) and websites (including but not limited to www.freshfarmseliquid.com) led by Devincentis as Fresh Farms’ CEO.

13.Operation **** of **** AQSP. Devincentis shall serve on AQSP's internal Office of the President, which shall conceptualize and articulate AQSP's go-forward operational, sales, distribution, advertising, organic growth and acquisitions strategies and initiatives that will be presented to AQSP's CEO and Board of Directors for approval.

Termination **** of **** this **** LOI

14.Events of Termination. This LOI shall terminate, without any payment by or penalty due from any party, upon execution of the Merger Agreement or if:

(a)The Audit shall not have been completed, or the results of the Audit shall have not been accepted by AQSP, by an outside date of May 25, 2022;

(b)AQSP has not closed the Capital Raise by an outside date of May 25, 2022;

(f)Any material provisions of this LOI shall be adjudged by a court or the SEC to be invalid or unenforceable, and thereafter the Parties to this LOI are unable to mutually agree upon how to proceed forward with the Transaction as impacted by such court or SEC action.

Miscellaneous

15.Expenses. Except as expressly set forth in this LOI, each of the Parties shall bear its or his own fees and expenses in connection with the proposed Transaction. Without limiting the generality of the foregoing, each of the Parties to this LOI shall be solely responsible for the fees and expenses owed by it or him to any lawyers, accountants, financial advisors, investment bankers, brokers or finders employed by such party.

16.Disclosures. AQSP shall be permitted to publicly disclose this LOI, and to share information regarding Fresh Farms, on a need-to-know basis, as may be necessary or desirable in connection with AQSP’s efforts to complete the Capital Raise or to satisfy the conditions to closing the Transaction, or otherwise as may be required to comply with applicable securities laws and regulations in the opinion of AQSP’s securities counsel.

17.Securities Laws. Devincentis, Audino, Town and Petti acknowledge that AQSP is a publicly traded company and that trading in AQSP’s common stock, or unauthorized disclosure of any material non-public information regarding Fresh Farms, AQSP or the Transaction, could be subject to scrutiny and potential liability under applicable securities laws and regulations.

18.Signatures **** and **** Counterparts. Signatures on this LOI may be signed by hand and transmitted electronically in pdf formal, and all of such signatures shall be deemed to be valid original signatures, and signatures on multiple counterparts of this LOI shall be deemed and construed to be one and the same instrument.

We look forward to building a large and successful public company together as partners, for the mutual benefit of AQSP’s shareholders and executives, Savage, Fresh Farms and yourselves. If the foregoing terms and conditions are acceptable, please sign below, thanks.

Sincerely,

LFTD PARTNERS INC. f/k/a ACQUIRED SALES CORP.,

A Nevada corporation

By	/s/ Gerard M. Jacobs	/s/ Nicholas S. Warrender
	Gerard M. Jacobs, CEO	Nicholas S. Warrender, in his individual capacity
	/s/ Gerard M. Jacobs	/s/ William C. Jacobs
	Gerard M. Jacobs, in his individual capacity	William C. Jacobs, in his individual capacity
	/s/ Christopher G. Wheeler	/s/ Matt Winters
	Christopher G. Wheeler, in his individual capacity	Matt Winters, in his individual capacity

ACCEPTED AND AGREED UPON, INTENDING TO BE LEGALLY BOUND HEREBY:

FRESH FARMS E-LIQUID, LLC,

A California limited liability company

By	/s/ Anthony J. Devincentis	/s/ Jakob M. Audino
	Anthony J. Devincentis, CEO	Jakob M. Audino, in his individual capacity
	/s/ Anthony J. Devincentis	/s/ Forrest F. Town
	Anthony J. Devincentis, in his individual capacity	Forrest F. Town, in his individual capacity
	/s/ John Z. Petti
	John Z. Petti, in his individual capacity

LFTD Partners Inc. (OTCQB: AQSP) Announces Letter of Intent to Acquire Fresh Farms E-Liquid, LLC

JACKSONVILLE, FL, September 2, 2021 (GLOBE NEWSWIRE) — LFTD Partners Inc., formerly known as Acquired Sales Corp. (OTCQB: AQSP) (www.LFTDPartners.com), today announced that it has signed a letter of intent to acquire 100% of the ownership interests of Fresh Farms E-Liquid, LLC, Fountain Valley, California (“Fresh Farms”), including its e-liquid brands Fresh Farms (www.FreshFarmsEliquid.com) and Fruitia, hemp-derived delta-8-THC and delta-10-THC brand HAPPI, and tobacco-free nicotine e-liquid brand JUS, and Fresh Farms’ 80% interest in Lift Brands North America LLC (www.LiftCBD.com). The letter of intent contemplates an aggregate merger consideration payable by AQSP to the owners of Fresh Farms consisting of $14,166,666 in cash, plus 7,083,334 shares of AQSP's unregistered common stock valued at $31,450,003 based upon the $4.44 closing price per share of AQSP common stock on September 1, 2021, for an aggregate merger consideration of $45,616,669.

Pursuant to the terms of the letter of intent, AQSP’s planned acquisition of Fresh Farms is subject to a number of conditions, including but not limited to completion of an acceptable due diligence investigation and audit of Fresh Farms, completion of a capital raise of at least $50 million by AQSP, execution of definitive acquisition documents, receipt of a tax opinion on the Fresh Farms merger, obtaining all necessary approvals, and the completion of all necessary securities filings. The acquisition will not close unless all of these conditions are met, which cannot be guaranteed to occur.

Co-founded in 2018 by Anthony J. Devincentis, Jakob M. Audino, Forrest F. Town and John Z. Petti, Fresh Farms was born out of a desire to make premium products available to every person looking for alternatives to traditional tobacco. Based in sunny Southern California, Fresh Farms’ portfolio includes Premarket Tobacco Application (“PMTA”)-submitted e-liquid brands Fresh Farms and Fruitia, JUS tobacco-free nicotine vapor products, and premium delta-8-THC and delta-10-THC brand HAPPI. Fresh Farms’ products are available for sale throughout the USA, around the world, and online at www.FreshFarmsEliquid.com. Fresh Farms also owns 80% of CBD and CBN product manufacturer Lift Brands North America LLC (www.LiftCBD.com).

If the transaction closes, Fresh Farms will operate as a wholly owned subsidiary of LFTD Partners Inc. Anthony J. Devincentis, Jakob M. Audino, Forrest F. Town and John Z. Petti, co-founders and co-owners of Fresh Farms, will continue to serve as the CEO, Sales Manager, Director of Sales, and as a member of the Board of Directors of Fresh Farms and as a consultant to Fresh Farms, respectively, under multi-year employment agreements, and Anthony J. Devincentis will join AQSP’s internal executive steering committee.

Fresh Farms’ CEO and Co-Founder Anthony J. Devincentis stated, “You are witnessing the gathering of the leading players in the hemp-derived products, e-liquid, and vape industries under one roof: LFTD Partners Inc. When we were approached by Chris Wheeler, CEO of Savage Enterprises, about partnering with Savage and Lifted Made in LFTD Partners, and we heard about LFTD Partners’ decentralized, entrepreneur-led format, we knew that we wanted to be a part of this. It’s great to have the opportunity to join such like-minded entrepreneurs to build LFTD Partners Inc. From Day 1, the Fresh Farms team has worked tirelessly to achieve our goals, and that effort continues to bear fruit. So far this year, subject to audit, Fresh Farms has already doubled its 2020 sales revenue – up from $8 million in 2020 to over $17 million year-to-date in 2021, including approximately $3.4 million in August alone. And, Fresh Farms’ unaudited year-to-date 2021 pre-tax profit is approximately $7 million. The idea of combining our talents and strong numbers with Lifted’s and Savage’s, in a public company, is exciting. We couldn’t be more excited about partnering with LFTD Partners Inc., Lifted Made and Savage Enterprises.” Nicholas S. Warrender, co-founder, Vice Chairman and Chief Operating Officer of AQSP, and the CEO of AQSP’s subsidiary Lifted Made, commented, “We are thrilled to enter into this letter of intent with Fresh Farms. Once our planned mergers with Fresh Farms and Savage Enterprises close, Lifted Made, Fresh Farms and Savage Enterprises should be able to help each other grow faster and more profitably, by lowering costs of goods through combined buying power, by introducing new sales channels, by collaborating on innovative new products, and by internalizing manufacturing.” Christopher G. Wheeler, co-founder, co-owner and CEO of Savage Enterprises, stated, “I am beyond excited to be partnering up with the guys at Fresh Farms. I remember meeting them three years ago at a trade show in Las Vegas, in a tiny booth with hopes and dreams, and to see it come to fruition and to become one of the biggest players in the space has been amazing to watch. Fresh Farms has a sales and marketing team like no other and they outsource their manufacturing, so once Savage Enterprises and Fresh Farms have merged into AQSP, my goal is to help Fresh Farms bring their cost of goods down being that Savage Enterprises and Lifted Made are both manufacturers. I think this deal is a very strong signal to our industry – consolidation is happening both privately and on the public market – be careful not to get left behind or join the wrong people. With veteran consolidator Gerry Jacobs and his son Jake guiding AQSP in the public markets, along with Savage Enterprises, Lifted Made, and Fresh Farms navigating the industry once our mergers are completed, we expect to put up some extremely impressive numbers.” Matt Winters, co-founder, co-owner, and President and CFO of Savage, stated, “By combining Lifted Made, Savage Enterprises, and Fresh Farms under the same umbrella of LFTD Partners Inc., we plan to create a powerhouse of product innovation, manufacturing, sales and distribution. Our group expects to continue to lead ‘what’s next’ in product launches. Culturally, it couldn’t be a better fit between the three companies!”

William C. “Jake” Jacobs, CPA, President and CFO of both Lifted Made and AQSP, said, “We couldn’t be more excited to welcome the great team of Fresh Farms and Savage Enterprises into LFTD Partners Inc. Assuming that our planned mergers both close, we are confident that our subsidiary Lifted Made, combined with Fresh Farms and Savage, will be a leader in new product launches, with robust distribution nationally, and with a product portfolio that is significantly more diversified across numerous hemp-derived cannabinoid products, tobacco-free nicotine e-liquid, vapes, kratom, kava, and other products than we are currently.” Gerard M. Jacobs, CEO of LFTD Partners Inc., said, “My prior experience leading the consolidation of the U.S. scrap metal industry as the CEO of Metal Management Inc. — where we closed about 37 acquisitions in five years — has convinced me that the key to the success of AQSP will be identifying and merging only with rapidly growing and profitable companies in our industry, as we are very focused on deals that we expect will be accretive to AQSP’s earnings per share. Assuming that our mergers with Savage Enterprises and Fresh Farms close, those two companies and our subsidiary Lifted Made appear to be currently generating enough free cash flow that it may be possible for LFTD Partners Inc. to raise some of the cash portion of the merger consideration for those mergers in the form of debt, in order to minimize the shareholder dilution otherwise associated with the closing of those mergers.”

About Lifted Made and LFTD Partners Inc., Formerly Known as Acquired Sales Corp.

Lifted Made was founded in 2014 by CEO Nicholas S. Warrender. Lifted Made is a leading manufacturer of hemp and hemp-derived products. Urb Finest Flowers is Lifted Made’s flagship, award-winning brand. In February 2020, Lifted Made became a wholly-owned subsidiary of publicly traded LFTD Partners Inc., formerly known as Acquired Sales Corp. (OTCQB ticker symbol AQSP). Lifted Made’s products can be purchased online at www.LiftedMade.com.

LFTD Partners Inc., formerly known as Acquired Sales Corp. (OTCQB ticker symbol AQSP) is focused upon acquiring rapidly growing companies that manufacture and sell branded products containing hemp-derived cannabinoids (e.g. delta-8-THC, delta-9-THC, delta-10-THC, THCV, THCO, CBDA, CBC, CBG, CBN, CBD), e-liquid, disposable nicotine vapes, kratom and kava products. In February 2020, AQSP acquired 100% of Warrender Enterprise Inc. d/b/a Lifted Made (formerly d/b/a Lifted Liquids) (www.LiftedMade.com), now located in Kenosha, Wisconsin. Lifted Made has a 50% membership interest in SmplyLifted LLC, which sells tobacco-free nicotine pouches under the brand name FR3SH (www.GETFR3SH.com). AQSP also owns 4.99% of CBD-infused beverage and products maker Ablis Holding Company (www.AblisBev.com), and of craft distillers Bendistillery Inc. d/b/a Crater Lake Spirits (www.CraterLakeSpirits.com) and Bend Spirits, Inc. (www.Bendistillery.com), all located in Bend, Oregon. AQSP has also signed a letter of intent to acquire Savage Enterprises, owner of award-winning hemp-derived products brand DeltaFX (www.DeltaEffex.com) and CBD brand Savage CBD (www.SavageCBD.com), and to enter the California

marijuana industry by purchasing Premier Greens LLC and MKRC Holdings, LLC, the closing of which transactions are subject to a number of contingencies. Please read AQSP's filings with the U.S. Securities and Exchange Commission which fully describe our business and the Risk Factors associated therewith. Learn more by subscribing to our newsletters at www.LiftedMade.com and www.LFTDPartners.com.

About Fresh Farms E-Liquid, LLC

Born out of a desire to make premium products available to every person looking for alternatives to traditional tobacco, Fresh Farms leads by example. Based in sunny Southern California, its portfolio includes the premium vapor products Fresh Farms and Fruitia, JUS tobacco-free nicotine vapor products, and HAPPI premium delta-8-THC and delta-10-THC products. Fresh Farms also owns 80% of CBD and CBN product manufacturer Lift Brands North America LLC. Products are available in all 50 states and around the world. Life is an adventure. Enjoy the journey. More information is available at www.FreshFarmsELiquid.com and www.LiftCBD.com.

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 products and plans of Fresh Farms E-Liquid, LLC, Lifted Made, Savage Enterprises, LFTD Partners Inc., formerly known as Acquired Sales Corp., and related entities. 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 these companies’ operations or the performance or achievements of these companies differing materially from those expressed or implied by the forward-looking statements. These companies undertake 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 the risk factors set forth in LFTD Partners Inc.’s filings with the Securities and Exchange Commission.

CONTACTS:

LFTD Partners Inc., Formerly Known as Acquired Sales Corp. **Attn:**William C. “Jake” Jacobs, President and CFO **Phone:**847-400-7660 **Email:**JakeJacobs@AcquiredSalesCorp.com Website: www.AcquiredSalesCorp.com

Lifted Made **Attn:**Nicholas S. Warrender, CEO **Phone:**224-577-8148 **Email:**CEO@LiftedMade.com Website: www.LiftedMade.com

Fresh Farms E-Liquid , LLC Attn: Patrick Taylor, CMO

Phone: 800-251-2995

Email: patrick@freshfarmseliquid.com

Website: www.FreshFarmsELiquid.com

Savage Enterprises Attn: Brittany Warner **Phone:**714-612-1091 **Email:**Bwarner@savageenterprises.com **Website:**www.SavageEnterprises.com