LUDG 8-K
Ludwig Enterprises, Inc. (LUDG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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): January 6, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
| (Address of Principal Executive Offices) | (Zip Code) |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the F4orm 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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
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| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2024, Ludwig Enterprises, Inc., a Nevada corporation (the “Company”), entered into a Stock Purchase Agreement (the “Exousia SPA”) with Marijuana, Inc., a publicly-traded Florida corporation (symbol: MAJI) (“Purchaser”), pursuant to which Purchaser would purchase 100% ownership of a subsidiary of the Company, Exousia Ai, Inc., a Wyoming corporation (“Exousia”).
The purchase price under the Exousia SPA for 100% ownership of Exousia is $500,000, payable by Purchaser by delivery of (a) 47,000,000 shares of Purchaser common stock (the “Purchaser Shares”) and (b) a $100,000 principal amount promissory note (the “Purchaser Note”). The Purchaser Note bears interest at eight percent (8%) per annum, with principal and accrued interest due December 31, 2025. As further consideration for Purchaser’s entering into the Exousia SPA, the Company would agree to a lock-up of the Purchaser Shares for the period from January 1, 2025, and expiring on the date that is six months immediately following the effective date of Purchaser’s common stock’s uplisting to any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), the NYSE American or any successor to such markets.
In connection with the Exousia SPA, the Company and Purchaser entered into a Pledge Agreement (the “Pledge Agreement”), to secure Purchaser’s payment obligations under the Purchaser Note.
Prior to the Company’s entering into the Exousia SPA, the Company’s Board of Directors, after significant consideration and meaningful discussions, including with investment bankers, determined it to be in the best interests of the Company and its shareholders to focus all available capital, financial and human, on the exploitation of the Company’s RevealiaTM test kit products. In light of such determination, the Board of Directors further determined that
it to be prudent to divest of Exousia.
The foregoing descriptions of the Exousia SPA, the Purchaser Note and the Pledge Agreement are qualified in their entireties by the full text of the Exousia SPA, the Purchaser Note and the Pledge Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to, and incorporated by reference in, this Current Report.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.01.
On January 1, 2025, the closing under the Exousia SPA was completed.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Stock Purchase Agreement dated December 31, 2024, between the Company and Marijuana, Inc. | |
| 10.2* | Promissory Note dated January 1, 2025, $100,000 principal amount, Marijuana, Inc., as maker, in favor of the Company. | |
| 10.3* | Pledge Agreement dated January 1, 2025, between the Company and Marijuana, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 6, 2025. | ||
| LUDWIG ENTERPRISES, INC. | ||
| By: | /s/ Jose Antonio Reyes | |
| Jose Antonio Reyes | ||
| Chief Executive Officer | ||
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Exhibit 10.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the “Agreement”) is entered as of the 31st day of December, 2024, into by and between Marijuana, Inc., a Florida corporation (“Purchaser”) and Ludwig Enterprises, Inc. (“Seller”), with respect to shares of common stock of Exousia Ai, Inc., a Wyoming corporation (“Exousia”).
RECITALS
WHEREAS, Seller is the owner of 100% of the outstanding shares of capital stock (the “Subject Shares”) of Exousia; and
WHEREAS, Purchaser desires to purchase the Subject Shares from Seller, and Seller desires to sell the Subject Shares to Purchaser, on the terms and conditions set forth in this Agreement.
AGREEMENT
In order to consummate this Agreement, Purchaser and Seller, in consideration of the mutual covenants and on the basis of the representations and warranties set forth, agree as follows:
1. Purchase of Subject Shares.
1.01 Purchase. Subject to the terms and conditions of this Agreement, Seller shall transfer and sell to Purchaser all indicia of ownership representing the Subject Shares, duly endorsed in blank and delivered upon payment therefor on the Closing Date (defined below).
1.02 Consideration for Purchase. In payment of the Subject Shares, Purchaser shall pay to Seller the sum of $500,000 (the “Purchase Price”), as follows:
(a) by delivery of 47,000,000 shares of common stock of Purchaser (the “Closing Shares”) on the Closing Date (defined below); and
(b) by delivery of a $100,000 principal amount secured promissory note (the “Closing Note”), in the form of Exhibit A attached hereto, on the Closing Date (defined below).
2. Establishment of Escrow.
2.01 Appointment of Escrow Agent. Purchaser and Seller hereby appoint Eric Newlan on behalf of Newlan Law Firm, PLLC, as escrow agent (the “Escrow Agent”) under this Agreement, and Escrow Agent hereby accepts such appointment.
2.02 Escrow of Deliverables. On or before December 31, 2024 (the “Escrow Date”), Seller shall deliver to Escrow Agent the items required to be delivered by Section 1.01 and the items required to be delivered by Section 7.02. On or before the Escrow Date, Purchaser shall deliver to Escrow Agent the items required to be delivered by Section 1.02 and the items required to be delivered by Section 7.01. The items to be delivered to Escrow Agent by Purchaser and Seller are referred to collectively as the “Escrow Deliverables”. Subject to, and in accordance with, the terms and conditions hereof, Escrow Agent agrees that he shall receive, hold in escrow and release or distribute the Escrow Deliverables.
2.03 Receipt of Escrow Deliverables. Receipt of the Escrow Deliverables shall be confirmed, in writing delivered by e-mail to Purchaser and Seller, by Escrow Agent as soon as practicable following his receipt of same.
2.04. Disbursement of Escrow Deliverables. Escrow Agent is hereby authorized to make disbursements of the Escrow Deliverables and the Closing Amount, in accordance with the terms of Section 5.
2.05 Scope of Undertaking. Escrow Agent’s duties and responsibilities in connection with this Agreement shall be purely ministerial and shall be limited to those expressly set forth in this Section 2. Escrow Agent shall not be liable for any error in judgment, any act or omission, any mistake of law or fact, or for anything he may do or refrain from doing in connection herewith, except for his own fraud, willful misconduct or gross negligence.
2.06. Indemnification. Purchaser and Seller hereby jointly and severally agree to indemnify Escrow Agent against, and hold Escrow Agent harmless from, any and all reasonable and documented out-of-pocket expenses incurred after the date hereof.
2.07. Compensation and Reimbursement of Expenses. Escrow Agent shall receive no compensation for his serving as Escrow Agent.
2.08. Termination by Purchaser and Seller. By mutual agreement, Purchaser and Seller shall have the right, at any time, to terminate their appointment of Escrow Agent as the escrow agent hereunder.
3. Duties and Rights of Escrow Agent. The agreements and obligations of the Escrow Agent are subject to the following provisions:
3.01. Escrow Agent’s duties hereunder are limited solely to the safekeeping of the Escrow Deliverables in accordance with the terms of the Agreement. It is agreed that the duties of Escrow Agent are only such as herein specifically provided, being purely of a ministerial nature and Escrow Agent shall incur no liability whatsoever, except for gross negligence, willful misconduct or bad faith.
3.02. Escrow Agent is authorized to rely on any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Deliverables. He shall have no responsibility for the genuineness or validity of any documents or any other item deposited with him and he shall be fully protected in acting in accordance with the Agreement or valid instruction received.
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3.03. Purchaser and Seller hereby waive any suit, claim, demand or cause of action of any kind which they may have or may assert against Escrow Agent arising out of or relating to the execution or performance by Escrow Agent under this Agreement, unless such suit, claim, demand or cause of action is based upon the gross negligence, willful misconduct or bad faith of Escrow Agent.
4. Delivery into Court. If, at any time, there shall exist any dispute between Purchaser and Seller with respect to the holding or disposition of any portion of the Escrow Deliverables or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Escrow Deliverables, or Escrow Agent’s proper actions with respect to his obligations hereunder, or if Purchaser and Seller have not with 30 days of the furnishing by Escrow Agent of a notice of resignation appointed a successor Escrow Agent to act hereunder, Escrow Agent may, in his sole discretion, take either or both of the following actions:
(a) suspend the performance of any of his obligations under this Escrow Agreement until such dispute or uncertainty be resolved to the sale satisfaction of the Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); provided, however, that Escrow Agent shall continue to hold the Escrow Deliverables in accordance with Section 2.02 hereof; and/or
(b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in Denton County, Texas, for instructions with respect to such dispute or uncertainty, and deliver into the Court the Escrow Deliverables for holding and disposition in accordance with the instructions of such Court.
Escrow Agent shall have no liability to Purchaser, Seller or to any other person with respect to any such suspension of performance or delivery into Court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the distribution of the Escrow Deliverables or any delay in or with respect to any other action required or requested of Escrow Agent.
5. Further Agreements.
5.01. Share Lock-Up Agreement. As further consideration for Purchaser’s entering into this Agreement, Seller agrees to a lock-up of the Closing Shares for the period beginning on the Closing Date (defined below) and expiring on the date that is six months immediately following the effective date of Purchaser’s common stock’s uplisting to any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), the NYSE American or any successor to such markets.
5.02. Pledge Agreement. At or before the Closing, Purchaser and Seller shall have entered into a pledge agreement (the “Pledge Agreement”), in the form of Exhibit B attached hereto, to secure Purchaser’s performance under the Closing Note.
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5.03. Liabilities of Exousia. At the Closing, Exousia shall have only the payables listed in Exhibit C attached hereto and made a part hereof (the “Exousia Liabilities”). In this regard, it is the specific agreement of the Parties that Seller shall have forgiven all loans made by it to Exousia effective December 31, 2024.
5.04. Financial Statements. At the Closing, Purchaser will have received from Seller a copy of Exousia’s unaudited financial statements for the period ended December 31, 2023, and, on or before January 15, 2024, (1) Exousia’s unaudited financial statements for the year ended December 31, 2024, and (2) all accounting records and supporting materials1 for the period from inception through December 31, 2024 (collectively, the “Exousia Financial Statements”).
The Exousia Financial Statements fairly present the financial condition of Exousia at the dates indicated and its results of operations and cash flows for the periods then ended and, except as indicated therein, reflect all claims, debts and liabilities of Acquired Company, fixed or contingent, and of whatever nature.
5.05. Corporate and Financial Records. At the Closing, Seller shall provide Purchaser copies of corporate, financial and all other records of Exousia (the “Exousia Records”).
5.06. Resignation of Current Officers and Directors of Exousia. At the Closing, Seller shall deliver (1) a Board of Directors’ action (the “Board Action”) appointing Michael Sheikh as President, Chief Executive Officer, Secretary and Sole Director of the Company, effective as of the Closing, and (2) a duly executed resignations (the “Resignations”) of Marvin H. Hausman and Scott Silverman from all positions with the Company, effective as of the Closing.
5.07. Post-Closing Assistance. For the 90-day period immediately following the Closing, as further consideration for Purchaser’s entering into this Agreement, Seller agrees to provide, on an as-needed basis, assistance after the Closing relating to the Exousia Financial Statements, should Purchaser be required to revise the Exousia Financial Statement in response to a comment from the SEC, in connection with Purchaser’s planned Regulation A offering.
6. The Closing; Closing Date. At 12:01 a.m. on January 1, 2025, Escrow Agent shall, on behalf of Purchaser and Seller, consummate this Agreement (the “Closing”). The date of the consummation of this Agreement is referred to as the “Closing Date”.
7. Consummation of the Closing. At the Closing and subject to the terms and conditions contained herein:
7.01. Deliveries of Purchaser. Purchaser shall deliver the Closing Shares, the Closing Note, duly executed, and the Pledge Agreement, duly executed.
| 1 | “Accounting records and supporting materials” shall include all bank statements, agreements, notes, invoices and any and all other documentation as would be required in a PCAOB audit. |
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7.02 Deliveries of Seller. Seller shall deliver an Assignment, in the form of Exhibit D attached hereto, the Exousia Financial Statements, the Exousia Records, the Board Action, duly executed, and the Resignations, duly executed.
8. Representations and Warranties of Seller. Seller represents and warrants, as of the date of this Agreement and as of the Closing Date, as follows:
8.01. Full Disclosure. As of the Closing Date, Seller will have disclosed all events, conditions and facts materially affecting the business and prospects of Exousia known to Seller.
8.02. Acknowledgment of Receipt of Disclosure. Seller acknowledges receipt of the disclosure regarding Purchaser delivered by Purchaser pursuant to Section 9.02.
8.03. Ownership of Subject Securities. Seller is, on the date of this Agreement, and on the Closing Date will be, the lawful owner of the Subject Securities. Seller has the legal right and power to sell, assign and transfer the Subject Securities. The delivery of the Subject Securities to Purchaser pursuant to the provisions of this Agreement will transfer valid title to the Subject Securities free and clear of all liens, encumbrances, claims and other restrictions of any kind.
8.04. Investment Purpose. As of the date hereof, Seller is acquiring the Closing Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended (“1933 Act”); provided, however, that, by making the representations herein, Seller does not agree to hold any of the Closing Shares for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.
8.05. Reliance on Exemptions. Seller understands that the Closing Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the availability of such exemptions and the eligibility of Seller to acquire the Closing Shares.
8.06. Governmental Review. Seller understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Subject Shares.
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8.07. Transfer or Re-sale. Seller understands that (a) the sale or resale of the Closing Shares has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Closing Shares may not be transferred unless (1) the Closing Shares are sold pursuant to an effective registration statement under the 1933 Act, (2) Seller shall have delivered to Purchaser an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Closing Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably accepted by Purchaser, (3) the Closing Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144")) of Seller who agrees to sell or otherwise transfer the Closing Shares only in accordance with this Section 8.06, (4) the Closing Shares are sold pursuant to Rule 144 or other applicable exemption, (e) the Closing Shares are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”) or (f) the Closing Shares are sold pursuant to Regulation A under the 1933 Act (or a successor rule) (“Regulation A”), and Seller shall have delivered to Purchaser, at the cost of Seller, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be reasonable accepted by Purchaser; (b) any sale of such Closing Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Closing Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (c) neither Purchaser nor any other person is under any obligation to register such Closing Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Closing Shares may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Closing Shares, and such pledge of Closing Shares shall not be deemed to be a transfer, sale or assignment of the Closing Shares hereunder, and Seller in effecting such pledge of Closing Shares shall be not required to provide Purchaser with any notice thereof or otherwise make any delivery to Purchaser pursuant to this Agreement or otherwise.
8.08. Legends. Seller understands that the Closing Shares have not been registered under the 1933 Act and may bear restrictive legends in substantially the following forms:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO A LOCK-UP AGREEMENT CONTAINED IN THAT CERTAIN STOCK PURCHASE AGREEMENT DATED DECEMBER 30, 2024, BETWEEN MARIJUANA, INC. AND LUDWIG ENTERPRISES, INC.
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The legend set forth above shall be removed and Purchaser shall issue a certificate or book entry statement for the applicable shares of Closing Shares without such legend to the holder of any Closing Shares upon which it is stamped or (as requested by such holder) issue the applicable Closing Shares to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Closing Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, Regulation A or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) Purchaser or Seller provides an opinion of counsel to the effect that a public sale or transfer of such Closing Shares may be made without registration under the 1933 Act, which opinion shall be reasonably accepted by Purchaser so that the sale or transfer is effected. Seller shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. Seller agrees to sell all Closing Shares in compliance with applicable prospectus delivery requirements, if any.
8.09. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of Seller, and this Agreement constitutes a valid and binding agreement of Seller enforceable in accordance with its terms.
8.10. No Brokers or Finders. All negotiations related to this Agreement on the part of Seller have been accomplished solely by Seller without the assistance of any person employed as a broker or finder. Seller has done anything to give rise to any valid claims against Purchaser.
9. Representations and Warranties of Purchaser.
9.01. Acknowledgment of Receipt of Disclosure. Purchaser acknowledges receipt of the disclosure regarding Exousia delivered by Seller pursuant to Section 8.01.
9.02. Full Disclosure. As of the Closing Date, Purchaser will have disclosed all events, conditions and facts materially affecting the business and prospects of Purchaser known to Purchaser.
9.03. Capitalization. As of the date of this Agreement, the authorized capital stock of Purchaser consists of 250,000,000 authorized shares of common stock, $0.001 par value per share, of which 35,094,567 shares are issued and outstanding, and 10,000,000 authorized shares of preferred stock, $0.001 par value per share, 100 shares of which are designated Series A Preferred Stock. All of such outstanding shares of capital stock are duly authorized, validly issued, fully paid and non-assessable.
9.04 Issuance of the Closing Shares. The Closing Shares, when issued and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, and will be free and clear of any liens or encumbrances and, to the knowledge of Purchaser, will be issued in compliance with applicable state and federal laws.
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9.05. Investment Purpose. As of the date hereof, Seller is acquiring the Closing Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act of 1933, as amended (“1933 Act”); provided, however, that, by making the representations herein, Seller does not agree to hold any of the Closing Shares for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.
9.06. Reliance on Exemptions. Seller understands that the Closing Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the availability of such exemptions and the eligibility of Seller to acquire the Closing Shares.
9.07. Governmental Review. Seller understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Closing Shares.
9.08. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of Purchase, and this Agreement constitutes a valid and binding agreement of Purchaser enforceable in accordance with its terms.
9.09. No Brokers or Finders. All negotiations related to this Agreement on the part of Seller have been accomplished solely by Seller without the assistance of any person employed as a broker or finder. Seller has done anything to give rise to any valid claims against Purchaser.
10. Survival of Representations and Warranties; Expenses.
10.01. Nature and Survival of Representations and Warranties. The covenants, representations and warranties of Purchaser and Seller shall survive the Closing Date.
10.02. Expenses. Purchaser and Seller shall pay their respective expenses incurred by them arising out of this Agreement and the transactions contemplated in this Agreement, including, but not limited to, all fees and expenses of their counsel and accountants.
11. Termination.
11.01. Default. Purchaser or Seller may, by written notice, on or at any time prior to the Closing Date, terminate this Agreement by notice to the other party in the event:
(a) The other party has defaulted under this Agreement by failing to perform any of its covenants and agreements contained in this Agreement; and
(b) Each default has not been fully cured within three (3) days after receipt of the notice specifying particularly the nature of the default.
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11.02. Delay. If consummation of the transactions contemplated in this Agreement has not occurred by 11:59 p.m., Eastern Time, on January 15, 2025, the party that is not in default in the timely performance of any of its covenants and conditions may terminate this Agreement subsequent to that time by giving written notice of termination to the other party. The written notice of termination shall be effective upon the delivery of the notice in person to the other party or parties or, if served by mail or overnight courier, upon the receipt of the notice by such party or parties.
12. Miscellaneous.
12.01. Publicity. Seller and Purchaser shall have the right to review a reasonable period of time before issuance of any press releases, SEC or principal market filings or any other public statements with respect to the transactions contemplated hereby; provided, however, that neither Seller nor Purchaser shall be prohibited from issuing any press release or from making any SEC or principal market filing required by any applicable federal or state securities laws or regulations.
Notwithstanding the provisions in the foregoing paragraph, Seller and Purchaser agree not make any press release with respect to the transactions contemplated hereby, without the prior approval of the other, which approval shall not be withheld unreasonably.
12.02. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile and e-mail transmission) and shall be given:
| if to Purchaser: | Marijuana, Inc. | |
7901 4th Street N, #23494 St. Petersburg, Florida 33702 Attention: Michael Sheikh E-mail: [email protected] | ||
| if to Seller, to: | Ludwig Enterprises, Inc. | |
8950 SW 74th Court Suite 2201-A149 Miami, Florida 33156 Attention: Antonio Reyes E-mail: [email protected] |
or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding business day in the place of receipt.
12.03. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective successors and assigns any rights, remedies or liabilities under or by reason of this Agreement.
12.04. Amendments and Waivers. Any provision of this Agreement may be amended or waived prior to the Closing Date, if, but only if, such amendment or waiver is in writing and is signed by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law.
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12.05. Cumulative Rights and Remedies. All rights and remedies under this Agreement shall be cumulative, and none shall exclude any other right or remedy at law. Such rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion therefor arises.
12.06. Binding Effect; Benefit; Assignment. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any person other than the parties hereto and their respective successors and assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto; provided, however, that Purchaser shall have the right to assign his rights and delegate his duties hereunder to an entity controlled by him.
12.07. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Florida or in the federal courts located in Miami, Florida. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Seller and Purchaser waive trial by jury. The prevailing party shall be entitled to recover from its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each Party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any related document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
12.08. Counterparts; Effectiveness. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when executed by Purchaser and Seller.
12.09. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.
12.10. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
12.11. Legal Representation. Each of Purchaser and Seller acknowledges that each has had the opportunity to utilize separate legal counsel with respect to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| SELLER: | PURCHASER: | |||
| LUDWIG ENTERPRISES, INC. | MARIJUANA, INC. | |||
| By: | /s/ Antonia Reyes | By: | /s/ Michael Sheikh | |
| Antonio Reyes | Michael Sheikh | |||
| Chief Executive Officer | Chief Executive Officer | |||
| AGREED AND ACCEPTED: | ||
| ESCROW AGENT: | ||
| NEWLAN LAW FIRM, PLLC | ||
| By: | /s/ Eric Newlan | |
| Eric Newlan | ||
| Managing Member | ||
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EXHIBIT A
Form of Closing Note
Delivered separately.
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EXHIBIT B
Form of Pledge Agreement
Delivered separately.
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EXHIBIT C
Exousia Liabilities
Delivered separately.
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Exhibit D
Form of Assignment
ASSIGNMENT OF SECURITIES
For good and adequate consideration, the receipt and adequacy of which is acknowledged, the undersigned, Ludwig Enterprises, Inc., a Nevada corporation (“Assignor”), conveys, transfers and assigns to Marijuana, Inc., a Florida corporation (“Assignee”), all of Assignor’s right, title and interest in and to the following securities:
100 Shares of Common Stock of
Exousia Ai, Inc., a Wyoming corporation
Assignee accepts such conveyance, transfer and assignment.
This Assignment of Securities is made and received to be effective on the 1st day of January, 2025.
| ASSIGNOR: | ASSIGNEE: | |||
| LUDWIG ENTERPRISES, INC. | MARIJUANA, INC. | |||
| Exemplar | Exemplar | |||
| By: | By: | |||
| Antonio Reyes | Michael Sheikh | |||
| Chief Executive Officer | Chief Executive Officer | |||
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Exhibit 10.2
NEITHER THE ISSUANCE NOR THE SALE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
SECURED PROMISSORY NOTE
| Principal Amount: $100,000.00 | Issue Date: January 1, 2025 |
Marijuana, Inc., a Florida corporation (“Maker”), promises to pay to Ludwig Enterprises, Inc., a Nevada corporation (“Holder”), the principal sum of One Hundred Thousand Dollars ($100,000.00) (the “Principal Balance”), together with interest accrued thereon calculated at the rate of eight percent (8%) per annum (the “Interest”), all as set forth herein (the “Note”).
The Principal Balance and accrued Interest shall be due and payable on December 31, 2025 (the “Maturity Date”).
Upon a default by Maker hereunder, the then-outstanding Principal Balance shall thereafter bear interest thereon at eighteen percent (18%) per annum (the “Default Rate”) until the past due amount, including interest at the Default Rate, shall have been paid in full.
In the event any payment called for by this Note would result in the violation of applicable usury laws, then any amount paid in excess of the maximum amount on interest allowed by law shall be applied towards a reduction of the outstanding principal balance.
The obligations of this Note are secured by that certain Pledge Agreement dated as of the Issue Date between Holder and Maker.
The occurrence of any one or more of the following events shall constitute a default under this Note:
(a) failure of Maker to make any payment when due under this Note, with a grace period of two (2) business days;
(b) the filing of any petition under federal bankruptcy law or any similar federal or state statute by or against Maker;
(c) an application for the appointment of a receiver for, the making of a general assignment for the benefit of creditors by, or the insolvency of Maker;
(d) the validity or enforceability of this Note is contested by Maker; or
(e) Maker denies that it has any or any further liability or obligation hereunder.
This Note is and shall be deemed to have been made and delivered in the State of Florida and in all respects shall be governed and construed in accordance with the laws of that State.
This Note shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Florida or in the federal courts located in Miami, Florida. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Maker and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
The word “Maker” shall include Maker’s representatives, successors and assigns and the word “Holder” shall include Holder’s representatives, successors and assigns.
Maker and all endorsers of this Note hereby waive presentment for payment, demand for payment, notice of non-payment and dishonor, protest, and notice of protest; consent to any renewals, extensions and partial payments of this Note or the indebtedness for which it is given without notice to them, and consent that no such renewals, extensions or partial payments shall discharge any party hereto from liability hereon in whole or in part.
If this Note shall be placed with an attorney for collection, Maker, endorsers and guarantors agree to pay all costs of collection, including reasonable attorneys’ fees which shall be added to the amount due under this Note and shall be recoverable with the amount due under this Note and shall be a lien on any collateral securing this Note.
Maker acknowledges and agrees that sufficient consideration has passed to render this Note valid and enforceable and waives any claim based on inadequate consideration.
IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on January 1, 2025.
| MARIJUANA, INC. | ||
| By: | /s/ Michael Sheikh | |
| Michael Sheikh | ||
| Chief Executive Officer | ||
Exhibit 10.3
PLEDGE AGREEMENT
This Pledge Agreement (the “Agreement”) is made and entered as of January 1, 2025, by and between Marijuana, Inc., a Florida corporation (“Debtor”), Ludwig Enterprises, Inc., a Nevada corporation (“Lender”), and the undersigned holder of the pledged shares (“Pledge Holder”).
RECITALS
WHEREAS, effective January 1, 2025, Debtor consummated a Stock Purchase Agreement with, and issued a Secured Promissory Note in the principal amount of $100,000.00 (the “Closing Note”) to, Lender, whereby the Company owes payment obligations to Lender; and
WHEREAS, Debtor has agreed to secure its payment obligations to Lender under the Closing Note with a pledge of, and thereby create a security interest in favor of Lender in, a total of 100 shares of common stock (the “Shares”) of Exousia Ai, Inc., a Wyoming corporation (“Exousia”), the Shares representing 100% of the issued and outstanding shares of common stock of Exousia.
AGREEMENT
1. Security Interest. Debtor hereby grants to Lender a security interest in (a) the Shares, (b) all Dividends (as defined below), and (c) all Additional Securities (as defined below); to secure payment of the Closing Note and performance of all of Debtor’s obligations under this Agreement. For purposes of this Agreement, the Shares, all Dividends and all Additional Securities will be collectively referred to as the “Collateral”.
If any stock dividend, reclassification, readjustment, stock split or other change is declared or made with respect to the Collateral, or if warrants or any other rights, options or securities are issued in respect of the Collateral (“Additional Securities”), then all new, substituted and/or additional shares or other securities issued by reason of such change or by reason of the exercise of such warrants, rights, options or securities, will be (if delivered to Debtor, immediately surrendered to Lender care of the Pledge Holder and) pledged to Lender to be held under the terms of this Agreement as and in the same manner as the Collateral is held hereunder.
2. Appointment of the Pledge Holder. Debtor and Lender hereby designate and appoint the Pledge Holder as such for the purposes hereinafter set forth. Debtor hereby deposits with the Pledge Holder (a) the Shares, as are represented by the book entry statement in the name of Debtor and (b) a duly executed stock power in form satisfactory to Lender.
3. Rights and Obligations of the Pledge Holder. Debtor and Lender hereby authorize the Pledge Holder to keep and preserve the Shares in its possession pending payment in full of the Closing Note. If a default occurs under the terms of this Agreement or the Closing Note, then Lender shall provide written notice to Debtor and the Company specifying the default and shall have the right to direct the Pledge Holder to transfer the Shares to the Lender or its designee if Debtor has not cured the default within 15 days after receipt of the notice. In such event, the Pledge Holder, acting as agent of Lender, shall, with respect to the Shares, exercise the rights and duties of a Secured Party under the Uniform Commercial Code as enacted in Nevada (the “UCC”), and under any other applicable law as the same may, from time to time, be in effect. Debtor agrees that any notice by Pledge Holder concerning the sale, disposition or other intended action in connection with the Shares, whether required by the UCC, or otherwise shall constitute reasonable notice to Debtor if such notice is mailed by registered mail or certified mail, return receipt requested, postage prepaid at least ten (10) days prior to such action.
4. Disposition of Shares. Upon any disposition of the Shares by Pledge Holder in accordance with the terms of Section 3 (Rights and Obligations of the Pledge Holder), Lender shall be entitled to all of the proceeds of any such disposition.
5. Rights of Beneficial Ownership. Upon an event of default under the Closing Note, Lender shall be deemed the beneficial owner of the Shares and shall have all rights and benefits incident thereto. Lender and Debtor agree to execute any necessary proxies or other documents to effectuate this right. So long as Debtor owns the Shares and no event of default has occurred under the Closing Note, Debtor shall be entitled to vote any shares comprising the Collateral, subject to any proxies granted by Debtor.
6. Covenants of Debtor. Debtor hereby represents and warrants to Lender that Debtor has good title (both record and beneficial) to the Collateral, free and clear of all claims, pledges, security interests, liens or encumbrances of every nature whatsoever, and that Debtor has the right to pledge and grant Lender the security interest in the Collateral granted under this Agreement. Debtor agrees that, until all sums due under the Closing Note have been paid in full, Debtor will not: (a) sell, assign or transfer, or attempt to sell, assign or transfer, any of the Collateral, (b) grant or create, or attempt to grant or create, any security interest, lien, pledge, claim or other encumbrance with respect to any of the Collateral, (c) suffer or permit to continue upon any of the Collateral during the term of this Agreement, an attachment, levy, execution or statutory lien, (d) permit the issuance of any equity of the Company or any other security of the Company which diminishes the value, or rights and preferences of the Shares; or (e) amend the rights and preferences of the Shares.
There shall be no substitution of collateral under the terms of this Agreement, without the prior written consent of Lender.
Debtor hereby agrees to indemnify Lender and Pledge Holder against any direct loss, reasonable cost or out-of-pocket expense incurred by holder in connection with the Closing Note and this Agreement and the exercise of any and all rights pertaining thereto, including, without limitation, all court costs, reasonable attorney’s fees and other costs of collection.
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7. Disputes. In the event of a dispute with respect to the terms and provisions of this Agreement, Pledge Holder shall not be required to resolve that dispute or take any action with respect thereto. Pledge Holder may continue to hold the Shares and await final resolution of the dispute by joint written instructions from Debtor and Lender or by a final determination of a court or arbitration panel of competent jurisdiction. In the alternative, Pledge Holder may deliver the Shares to a court of proper jurisdiction under an appropriate action in interpleader and thereupon be relieved of all responsibility under this Agreement.
8. Release of Shares. When satisfactory proof has been presented to Pledge Holder that all amounts due under the Closing Note (including accrued interest thereon) have been paid, Pledge Holder shall deliver the Shares with stock power attached to Debtor and all obligations by and between Debtor, Lender and Pledge Holder under this Agreement shall thereupon cease.
9. Conduct of Pledge Holder. Pledge Holder shall not be required to exercise any standard of care greater than ordinary care in discharging its duties and obligations under this Agreement and Pledge Holder shall not incur any liability to anyone for any damages, losses or expenses with respect to any action taken or omitted in good faith. Pledge Holder shall have no duties other than those expressly imposed herein. Pledge Holder may rely and shall be protected in relying upon any paper or other document that may be submitted to it in connection with its duties hereunder and that it believes to be genuine and to have been signed or presented by the proper party or parties and shall have no liability or responsibility with respect to the form, execution or validity thereof. Pledge Holder may resign as such following the giving of 30 days prior written notice to the other parties hereto. Similarly, Pledge Holder may be removed and replaced following the giving of 30-days’ prior written notice to Pledge Holder by the other parties hereto. In either event, the duties of Pledge Holder shall terminate 30 days after receipt of such notice (or as of such earlier date as may be mutually agreeable), and Pledge Holder shall then deliver the Shares and any other related materials then in its possession to a successor pledge holder as shall be appointed by the other parties hereto as evidenced by a written notice filed with Pledge Holder. If the other parties hereto have failed to appoint a successor prior to the expiration of 30 days following receipt of the notice of resignation or removal, Pledge Holder may appoint a successor or petition any court of competent jurisdiction for the appointment of a successor pledge holder or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto.
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10. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (1) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (2) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be:
| If to Lender: | Ludwig Enterprises, Inc. | |
| 8950 SW 74th Court | ||
| Suite 2201-A149 | ||
| Miami, Florida 33156 | ||
| Attention: Antonio Reyes | ||
| E-mail: [email protected] |
| If to Debtor: | Marijuana, Inc. | |
| 7901 4th Street N, #23494 | ||
| St. Petersburg, Florida 33702 | ||
| Attention: Michael Sheikh | ||
| E-mail: [email protected] |
| If to Pledge Holder: | Newlan Law Firm, PLLC, Attention: Eric Newlan | |
| 2201 Long Prairie Road | ||
| Suite 107-762 | ||
| Flower Mound, Texas 75022 | ||
| E-mail: [email protected] |
11. Wavier. No delay or omission by Lender in exercising any right or remedy hereunder shall operate as a waiver thereof or of any right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy. All rights and remedies of Lender hereunder are cumulative.
12. General. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by written agreement subscribed by Debtor and Lender. An executed original of any such agreement shall be delivered to the Pledge Holder upon its execution and if such agreement affects the right, duties or obligations of the Pledge Holder under this Agreement, it must also be executed and agreed to by the Pledge Holder before the same shall have any legal effect. This Agreement shall be governed under the laws of the State of Florida without regard to conflict of law principles; and any action with respect to this Agreement shall be bought in the State of Florida, County of Dade. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Except as required by law, each party to this Agreement shall keep this Agreement, the Closing Note and the transactions contemplated by these agreements strictly confidential.
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IN WITNESS WHEREOF, the parties have executed and delivered this Pledge Agreement on the date first set forth above.
| DEBTOR: | LENDER: | |||
| MARIJUANA, INC. | LUDWIG ENTERPRISES, INC. | |||
| By: | /s/ Michael Sheikh | By: | /s/ Antonia Reyes | |
| Michael Sheikh | Antonio Reyes | |||
| Chief Executive Officer | Chief Executive Officer | |||
| PLEDGE HOLDER: | ||||
| NEWLAN LAW FIRM, PLLC | ||||
| By: | /s/ Eric Newlan | |||
| Eric Newlan | ||||
| Managing Member | ||||
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