Maui Land & Pineapple Co Inc 8-K, filed Mar 31, 2022
Maui Land & Pineapple Co Inc (MLP)
8-K
2022-03-31
For: 2022-03-29
View Original
Added on
April 11, 2026
About this 8-K
Maui Land & Pineapple Co Inc filed this 8-K on March 31, 2022, reporting on events of March 29, 2022.
Items reported
- Item 1.01: Entered into a material agreement
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): March 29, 2022
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(808 ) 877-3351
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Securities registered pursuant to Section 12(b) of the Act:
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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
KAPALUA CENTRAL RESORT
As reported in our current report on Form 8-K filed on January 4, 2022, on December 29, 2021, Maui Land & Pineapple Company, Inc., a Hawaii corporation (“MLP” or “Company”), entered into that certain Purchase and Sale Agreement and Escrow Instructions (“Central Resort Purchase Agreement”) with EKN Development Group LLC, a Nevada limited liability company (“EKN”), pursuant to which MLP agrees to sell to EKN and EKN agrees to purchase from MLP approximately 45.67 acres of property located in the Kapalua Resort, commonly known as the Kapalua Central Resort project (the “Central Resort Property”).
On March 29, 2022, Amendment No. 1 to the Purchase and Sale Agreement and Escrow Instructions (“Central Resort Amendment) was executed between the Company and EKN. The purchase price for the Central Resort Property remains $40,000,000. Terms of the Central Resort Amendment extended the due diligence period to April 22, 2022 and moved the closing date to no later than May 6, 2022, unless the parties mutually agree to further extend the diligence period and closing dates. A deposit in the amount of $300,000 was previously made to escrow and will become non-refundable on March 31, 2022. Prior to or at the end of the due diligence period, if EKN elects to proceed to closing, EKN will deliver a waiver of diligence and notice of acceptance to seller and within 2 business days after the notice of acceptance deposit an additional non-refundable deposit in the amount of $1,500,000 into escrow. Subject to the satisfaction of certain closing conditions, if the buyer fails to close the transaction after notice of acceptance all deposits will be awarded to MLP. At closing, the deposits and any earned interest will be applied on EKN’s behalf to the purchase price. Included in the Central Resort Property being sold are all existing easements, rights of way, improvements, development rights, and entitlements appurtenant to the Property. There can be no assurances that the purchase of the Central Resort Property will be consummated on the terms set forth in the Central Resort Purchase Agreement, if at all.
OMAOPIO PARCEL, KULA, HI
As reported in our current report on Form 8-K filed on February 8, 2022, on February 2, 2022, the Company, entered into a Purchase Contract and Counter Offer (“Omaopio Purchase Agreements”) with Mr. Michl Binderbauer and Mr. Hong, Liang (“Buyers”) pursuant to which MLP agrees to sell to Buyers and Buyers agree to purchase from the Company three contiguous parcels of land (TMK 2-2-3-8-4, TMK 2-2-3-8-30 and TMK 2-2-3-8-47) totaling 646 acres located in Kula, Hawaii referred to as Omaopio (“Omaopio Property”).
On March 30, 2022, the Company and Buyers entered into an Amendment to the Purchase Contract and Counter Offer (“Omaopio Amendment”). The purchase price for the Omaopio Property remains $9,700,000. Terms of the Omaopio Amendment extended the diligence period to April 15, 2022, and extended closing to no later than May 9, 2022, unless the parties mutually agree to further extend the diligence period and closing dates. A $2,000,000 refundable deposit was previously made and will become non-refundable at the end of the diligence period. Subject to the satisfaction of certain closing conditions, if the Buyers fail to close the transaction thereafter, the deposit will be awarded to the Company. The closing is also subject to other customary closing conditions, including, among other things, delivery of a title policy to Buyers.
The foregoing summary of the terms of the Central Resort Amendment and the Omaopio Amendment are not complete and are qualified in their entirety by reference to the full text of the amendments, which will be filed as an exhibit to the Company’s periodic report for the corresponding period.
Forward-Looking Statements. Any statements contained in this Current Report on Form 8-K that refer to events that may occur in the future or other non-historical matters are forward-looking statements. These statements generally are characterized by the use of terms such as “may,” “will,” “should,” “plan,” “anticipate,” “estimate,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. These forward-looking statements are based on the Company’s expectations as of the date of this report and are subject to risks and uncertainties that could cause actual results to differ materially from current expectations. Actual results could differ materially from those projected in the forward-looking statements as a result of the following factors, among others: (1) conditions to the closing of the transaction may not be satisfied; (2) the transaction may involve unexpected costs, unexpected liabilities or unexpected delays; and (3) the failure of the transaction to close for any other reason. Given these uncertainties, the Company cautions investors and potential investors not to place undue reliance on such statements. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.
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.
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MAUI LAND & PINEAPPLE COMPANY, INC.
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Date: March 31, 2022
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By:
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/s/ WADE K. KODAMA
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Wade K. Kodama
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Chief Financial Officer
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