LIFD 8-K
Lftd Partners Inc. (LIFD)
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 |
| Commission File Number |
| (I.R.S. Employer |
| ||
(Address of principal executive offices) |
| (Zip Code) |
(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
Termination of Letter of Intent relating to the proposed acquisition by LFTD Partners Inc. of Savage Enterprises, Premier Greens LLC and MKRC Holdings, LLC
On December 15, 2021, LFTD Partners Inc. (“LFTD ”), Gerard M. Jacobs (“GJacobs”), William C. “Jake” Jacobs (“WJacobs”), and Nicholas S. Warrender (“Warrender”), Savage Enterprises, a Wyoming corporation (“Savage”), Premier Greens LLC, a California limited liability company (“Premier Greens”), MKRC Holdings, LLC, a Wyoming limited liability company (“MKRC”), Christopher G. Wheeler (“Wheeler”), and Matt Winters (“Winters”), mutually stipulated to terminate the Letter of Intent dated June 15, 2021 that set out LFTD’s possible acquisition of Savage, Premier Greens and MKRC. As a result, no acquisition of Savage, Premier Greens or MKRC by LFTD will occur.
The executed Termination Agreement of the Letter of Intent with the Savage parties dated December 15, 2021 is attached as Exhibit 10.63
Termination of Letter of Intent relating to the proposed acquisition by LFTD Partners Inc. of Fresh Farms E-Liquid, LLC
On December 16, 2021, LFTD, 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”), GJacobs, Warrender, WJacobs, Wheeler and Winters mutually stipulated to terminate the Letter of Intent dated September 1, 2021 that set out LFTD’s possible acquisition of Fresh Farms. As a result, no acquisition of Fresh Farms by LFTD will occur.
The executed Termination Agreement of the Letter of Intent with the Fresh Farms parties dated December 16, 2021 is attached as Exhibit 10.64
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
1
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.
| LFTD PARTNERS INC. |
|
|
| /s/ Gerard M. Jacobs |
| Gerard M. Jacobs |
| Chief Executive Officer |
Dated: December 17, 2021
2
TERMINATION AGREEMENT
This Termination Agreement dated as of December 15, 2021, is made by and among Savage Enterprises, Premier Greens LLC, MKRC Holdings, LLC, Christopher G. Wheeler, Matt Winters, LFTD Partners Inc., Gerard M. Jacobs, Nicholas S. Warrender and William C. Jacobs (collectively the “Parties”).
In consideration of the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows, intending to be legally bound hereby:
1. Reference is hereby made to that certain letter of intent dated June 15, 2021, by and among the Parties (the “LOI”). Words and terms defined in the LOI are used herein with the same meaning.
2. The Parties hereby mutually agree not to proceed with the Transactions, and agree that the LOI and all obligations of the Parties thereunder are hereby terminated without payment by or penalty due from any of the Parties to any of the other Parties. Each of the Parties does hereby unconditionally and irrevocably forever release, relieve and discharge each of the other Parties and each of their respective members, shareholders, officers, directors, managers, employees and representatives from any and all claims, demands, costs, expenses, damages, actions, causes of action, liabilities and obligations, of whatever kind or nature, at both law or in equity, whether known or unknown, contingent or fixed, expected or unexpected, that such Party may have against any of the other Parties in connection with the LOI and/or the Transactions, other than the obligations explicitly set forth in Section 3 below. Other than with respect to the obligations explicitly set forth in Section 3 below, each of the Parties specifically covenants not to sue, file any complaint or grievance, or take any action against any of the other Parties arising from the LOI and/or the Transactions, with respect to any event that occurred prior to the date of this Agreement.
3. If Savage, Premier Greens, MKRC, RJMC or any of their related parties (collectively the “Savage Parties”) elect to continue with the Audit, then all fees and expenses of Fruci incurred after the date hereof in connection with the Audit shall be the sole responsibility of, and shall be paid solely by, the Savage Parties.
4. This Termination Agreement may be signed in separate counterparts, which shall constitute one instrument, and electronic signatures may be scanned and transmitted via emails in .pdf format.
[Remainder of page intentionally left blank; signature page follows]
In Witness Whereof, the Parties have executed and delivered this Termination Agreement effective as of the date first set forth above.
TERMINATION AGREEMENT
This Termination Agreement dated as of December 16, 2021, is made by and among Fresh Farms E-Liquid, LLC, a California limited liability company, Anthony J. Devincentis, Jakob M. Audino, Forrest F. Town, John Z. Petti, LFTD Partners Inc., a Nevada corporation, Gerard M. Jacobs, Nicholas S. Warrender, William C. Jacobs, Christopher G. Wheeler and Matt Winters (individually a “Party”, and collectively the “Parties”).
In consideration of the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows, intending to be legally bound hereby:
1. Reference is hereby made to that certain letter of intent dated September 1, 2021, by and among the Parties (the “LOI”). Words and terms defined in the LOI are used herein with the same meaning.
2. The Parties hereby mutually agree not to proceed with the Transaction, and agree that the LOI and all obligations of the Parties thereunder are hereby terminated without payment by or penalty due from any of the Parties to any of the other Parties. Each of the Parties does hereby unconditionally and irrevocably forever release, relieve and discharge each of the other Parties and each of their respective members, shareholders, officers, directors, managers, employees and representatives from any and all claims, demands, costs, expenses, damages, actions, causes of action, liabilities and obligations, of whatever kind or nature, at both law or in equity, whether known or unknown, contingent or fixed, expected or unexpected, that such Party may have against any of the other Parties in connection with the LOI and/or the Transaction, other than the obligations explicitly set forth in Section 3 below. Other than with respect to the obligations explicitly set forth in Section 3 below, each of the Parties specifically covenants not to sue, file any complaint or grievance, or take any action against any of the other Parties arising from the LOI and/or the Transaction, with respect to any event that occurred prior to the date of this Agreement.
3. If Fresh Farms, Devincentis, Audino, Town, Petti or any of their related parties (collectively the “Fresh Farms Parties”) elect to continue with the Audit, then all fees and expenses of Fruci incurred after the date hereof in connection with the Audit shall be the sole responsibility of, and shall be paid solely by, the Fresh Farms Parties.
4. This Termination Agreement may be signed in separate counterparts, which shall constitute one instrument, and electronic signatures may be scanned and transmitted via emails in .pdf format.
[Remainder of page intentionally left blank; signature page follows]
In Witness Whereof, the Parties have executed and delivered this Termination Agreement effective as of the date first set forth above.