NASC 8-K
Can B Corp (NASC)
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 incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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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 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | CANB | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
1st Avenue Lease
On June 14, 2021, Can B̅ Corp. (the “Company” or “CANB”) entered into a Commercial Lease (the “1st Lease”) with Makers Developments LLC, a Florida limited liability company (“MD”), pursuant to which the Company agreed to lease approximately 7,408 square feet of the property located at 2041 NW 1st Avenue, Miami, FL 33127 (the “1st Property”). The 1st Lease has a 12-month term and an option exercisable by CANB to renew the lease for an additional 3-year term. Base rent for the 1st Property is $16,000 per month, or $192,000 for the first year, except that if CANB pays the base rent in advance, the base rent amount for the first year will be reduced to $186,000. The base rent will increase by 5% each year during the term of the 1st Lease.
CANB paid a $17,040 security deposit pursuant to the 1st Lease and agreed to maintain various insurance policies, including but not limited to: commercial general liability insurance, including contractual liability, on an occurrence basis, in the minimum amounts of $3,000,000 per occurrence and $5,000,000 general aggregate; comprehensive automobile liability insurance at a limit of not less than $1,000,000 combined bodily injury and property damage; workers’ compensation insurance; business income and extra expense insurance; and such other insurance as may be reasonably required by MD. The Company also agreed to pay all taxes and charges for water, electricity, and any other utility used or consumed in the 1st Property and, except for in limited circumstances, the costs for any repairs, replacements, and maintenance at the 1st Property.
If any payment due to MD is not paid within 5 days of the due date, CANB will pay, in addition to the payment then due, an administrative charge equal to the greater of (i) 5% of the past due payment, or (ii) $250. Further, all past-due payments will bear interest at the lesser of: (i) 18% per annum, or (ii) the highest rate of interest permitted to be charged by applicable law. As security for CANB’s obligations under the 1st Lease, CANB granted to MD a security interest in the 1st Lease and all property of the Company now or hereafter placed in or upon the 1st Property, including but not limited to all fixtures, furniture, inventory, machinery, equipment, merchandise, furnishings, and other articles of personal property, and all insurance proceeds of or relating to the Company’s property and all accessions and additions to, substitutions for, and replacements, products, and proceeds of the Company’s property.
The Company agreed to indemnify, MD and MD’s employees, agents, and contractors from and against any and all loss, damage, claim, demand, liability, or expense (including reasonable attorneys’ fees) resulting from claims by third parties in connection with the 1st Property, regardless of whether or not the claim is caused in part by any of the indemnified parties.
Longs Peak Court Lease
On August 17, 2021, CANB entered into a Single-Tenant NNN Lease Agreement (the “LPC Lease”) with CS2 Real Estate Holdings, LLC, a Colorado limited liability company (“CS2”). Pursuant to the LPC Lease, the Company agreed to lease an approximately 14,300 square foot building and related parcel located at 14320 Longs Peak Court, Mead, CO 80504 (the “LPC Property”) for base rent equal to $13,764 for the first year of the lease. Following the first year of the LPC Lease, on September 1 of each year, the base rent will be increased by the greater of (i) 3%, or (ii) the difference between the Consumer Price Index for All Urban Consumers (as published by the Bureau of Labor Statistics) (“CPI”) for August 2021 compared to the CPI for August of the applicable year. The term of the LPC Lease commences on September 1, 2021 and expires on August 31, 2024, unless earlier terminated by the parties.
If CANB fails to pay any amount due under the LPC Lease within 5 days of it becoming due, CANB will pay a late fee equal to 6% of such overdue amount. Additionally, any amount due to CS2 not paid when due shall bear interest at the rate of 2% per month from the date due.
In connection with the LPC Lease, the Company agreed to pay a $120,000 security deposit and to pay for all utilities, maintenance, repairs, taxes and other costs and expenses related to the LPC Property. The Company also agreed to maintain various insurance policies, including but not limited to: insurance on all alterations, additions, partitions and improvements installed by and on behalf of CANB in an amount not less than 80% of the replacement cost thereof, comprehensive general and combined liability insurance providing protection of at least $2,000,000, workers’ compensation insurance, and insurance for personal property of CANB.
CANB and CS2 agreed to indemnify each other from and against any and all losses, damages, claims, suits or actions, judgments and costs (including attorney’s fees) which may arise by virtue of the ownership and/or use of the LPC Property.
Red Road Lease
On August 24, 2021, CANB entered into a Commercial Lease dated August 8, 2021 (the “RR Lease”) with Litewire, LLC, a Tennessee limited liability company doing business as Red Road Business Park (“Red Road”). Pursuant to the RR Lease, CANB agreed to lease an approximately 300,000 square foot facility situated on approximately 20 acres of industrial rated property located at 204 Red Road, McMinnville, TN 307110 (the “RR Property”) for base rent equal to $25,000 per month. Red Road granted the Company an option to purchase the RR Property for a purchase price equal to fair market and appraised value. Red Road also granted CANB a right of first refusal to purchase the RR Property in the event Red Road receives a third-party offer to purchase the RR Property during the term of the RR Lease. The RR Lease has an initial term of one year and will automatically renew for additional one-year terms unless otherwise terminated by either party.
Pursuant to the RR Lease, CANB agreed to be responsible for all maintenance and repairs of the RR Property, maintain public liability insurance in an amount not less than $1,000,000 for any one person and $2,000,000 for any one accident, and $1,000,000 for property damage, fire and extended coverage insurance, and pay all taxes and utilities for the RR Property. CANB also agreed to indemnify Red Road from and against any loss, theft, or damage to property or injury to or death of CANB or any person on or about the RR Property not caused by Red Road or its agents.
The 1st Least, LPC Lease, and RR Lease (collectively, the “Leases”) contain other representations and warranties common with these types of transactions. The foregoing descriptions of the Leases are qualified in their entirety by the terms of the full text of the Leases, attached hereto as exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith.
| Exhibit No. | Description | |
| 10.1 | Commercial Lease with Makers Developments LLC | |
| 10.2 | Single-Tenant NNN Lease Agreement with CS2 Real Estate Holdings, LLC | |
| 10.3 | Commercial Lease with Red Road Business Park | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward- Looking Statements
Statements contained in this Current Report that are not statements of historical fact are intended to be and are hereby identified as “forward-looking statements” for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations are based. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. The Company undertakes no obligation to update or revise the presentation or this Current Report to reflect future developments except as otherwise required by the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Can B̅ Corp. | ||
| Date: September 1, 2021 | By: | /s/ Marco Alfonsi |
| Marco Alfonsi, CEO | ||
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
COMMERCIAL LEASE
THIS LEASE COMMERCIAL LEASE WITH OPTION TO PURCHASE (“Lease”) is made this August 8th, 2021by and between Red Road Business Park, LLC, a Tennessee limited liability company (hereinafter referred to as “Landlord”) and Can B Corp, a company (hereinafter referred to as “Tenant”).
WITNESSETH:
LEASED PREMISES.
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, on the terms, covenants and conditions herein stated, the premises commonly known as:
204 Red Road, McMinnville, TN 307110, suite 200 and suite 400
Approximately 300,000 square feet of building situated on approximately 20 acres of industrial rated property.
TERM OF LEASE.
This lease is for a term of one (1) year, commencing on August 8, 2021 and terminating on August 8, 2022 at which time this Lease shall automatically renew for additional one-year terms under the same rental terms unless terminated by either Party providing ninety (90) days written notice to the other Party.
RIGHT OF FIRST REFUSAL.
At any time during the term of this Lease, the Landlord receives a written offer to purchase the building, Tenant shall have an exclusive option to match such offer for a period of thirty days from presentation of the offer to the Tenant. If the Tenant does not confirm the intent to buy within the thirt day period, Landlord is free to sell th property.
RENTAL PAYMENTS.
Tenant shall pay to Landlord the sum of $25,000.00 in advance on the 8th day of each month commencing August 8th, 2021. All payments shall be made to Landlord in care of and payable to Landlord at 204 Red Road, McMinnville, TN, 37110, unless Landlord requests payments via direct deposit at which time Landlord shall provide Tenant with routing instructions.
SECURITY DEPOSIT.
Tenant shall not be required to pay security deposit to guaranty performance of Tenant’s obligations under this lease.
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MAINTENANCE AND REPAIRS.
Tenant shall be responsible for all maintenance and repairs of the Leased Premises, including but not limited to all structural components, roof, foundation, exterior parking, drives, sidewalk and green areas, together with all electrical, plumbing and HVAC systems and equipment. Tenant shall maintain the Leased Premises in a safe, clean, neat and sanitary condition. Tenant shall be responsible for all exterior maintenance.
FIRE OR CASUALTY.
Tenant shall obtain and maintain during the term of this Lease, at its sole cost, fire and extended coverage insurance on the Leased Premises in an amount not less than the replacement value of all improvements located upon the Leased Premises, and name Landlord as an additional insured and loss payee under such policy. Such policy shall provide for the continuation of the payment of rent in the event of a loss of the Leased Premises. Tenant may obtain insurance on its personal property located in or upon the Leased Premises as part of such policy. Any policy obtained by Tenant shall waive any right of subrogation against Landlord.
In the event the Leased Premises are wholly or partially destroyed by fire or other casualty, Landlord, in its sole discretion, may rebuild, repair or restore the Leased Premises and the lease shall remain in effect during such period. Unless otherwise agreed to between the Landlord and Tenant, rent shall not abate during any period of reconstruction. To the extent covered by insurance, Tenant shall not be responsible for the payment of rent during any period of reconstruction.
Tenant shall provide Landlord with a certificate of insurance evidencing the existence of such insurance required by this paragraph prior to commencement of the Lease and at the time of each renewal of such insurance.
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USE OF PREMISES.
The premises described above are leased to Tenant for any lawful purpose.
UTILITIES.
Tenant agrees to provide, at Tenant’s sole expense, all utilities, including, but not necessarily limited to, electricity, gas, water, sewer, telephone, internet and cable.
REAL ESTATE TAXES.
Tenant agrees to pay all real estate taxes which may be levied or assessed by any lawful authority against the land and improvements of the premises, except that real estate taxes in the first and final year of the Lease shall be prorated based upon Tenant’s occupancy. Tenant shall make said payments no later than the date they are due to the appropriate taxing authority.
SPECIAL ASSESSMENTS.
In the event any special assessments are levied against the premises during the term of this lease, Tenant shall be responsible for payment of said special assessments.
ASSIGNMENTS AND SUBLEASES.
Tenant may not assign this lease nor sublet the premises without the prior written consent of the Landlord, which consent the Landlord shall not unreasonably withhold, provided, however, Tenant shall remain primarily responsible for all payments required herein. This provision applies to both voluntary assignments and assignments by operation of law.
INJURY OR LOSS.
Unless caused by Landlord or its agents, the Landlord shall not be held responsible or liable for any loss, theft, or damage to property or injury to or death of Tenant or any person on or about the Leased Premises, and Tenant agrees to indemnify, defend and hold Landlord harmless therefrom. Tenant agrees to carry public liability insurance in an amount not less than $1,000,000 for any one person and $2,000,000 for any one accident, and $1,000,000 for property damage insuring Tenant and will furnish a certificate evidencing such insurance coverage to the Landlord upon request.
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DEFAULT.
In the event Tenant fails to pay any payment hereunder or fails to keep and perform any of the other terms or conditions hereof, and said default should continue for a period of fifteen (15) days after written notice from Landlord, Landlord may, if such default has not been corrected, resort to any and all legal remedies or combination of remedies which Landlord may desire to assert which are available at law. Tenant agrees to pay a late fee of twelve percent (12%) interest per annum on any payment which is late until payment is paid in full. AMENDMENTS.
This lease may be modified or amended only by a writing duly authorized and executed by both Landlord and Tenant. No subsequent alteration, amendment, change or addition to this lease shall be binding upon Landlord or Tenant unless reduced to writing and executed in the same form and manner in which this lease is executed.
OPTION TO PURCHASE.
Provided Tenant is not in default of this Lease, Tenant shall have the option to purchase the Leased Premises at any time during the term of this Lease from Landlord for a purchase price fair market and appraised value. In the event Tenant elects to exercise its option to purchase the Leased Premises, Tenant shall provide Landlord with written notice of its intent to exercise its option not less than one hundred and eighty (180) days prior to the expiration of the initial term of this Lease.
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NON-WAIVER.
No waiver of any default of Tenant shall be implied from any omission by Landlord to take any action in event of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specific in the express waiver and that only for the time and to the extent stated herein. One or more waivers shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.
GOVERNING LAW.
This lease shall be construed and enforced in accordance with the laws of the state of Tennessee.
INSPECTION.
Landlord or its agents may, at any reasonable time, enter onto the Leased Premises for the purpose of inspecting the same or showing the same to prospective purchasers or tenants. NOTICES.
Any notices under or inquiries regarding this lease shall be in writing, deposited in the United States mail, certified or registered, with postage prepaid and addressed as follows:
To Landlord:
Red Road Business Park, LLC
204 Red Road,
McMinnville, TN 307110
To Tenant:
Can B Corp
960 S. Broadway, Suite 120
Hicksville, NY 11801
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Notices shall be deemed delivered when deposited in the United States Mail, as above provided. Change of address by either party must be by notice given to the other party in the same manner as above specified.
COVENANT OF QUIET ENJOYMENT.
Tenant shall and may peaceably have, hold and enjoy the Leased Premises to the other terms hereof and provided Tenant makes payments as provided hereunder and performs all of its covenants and agreements contained herein.
ENTIRE AGREEMENT.
This lease constitutes the entire agreement between Landlord and Tenant affecting the Leased Premises and there are no other agreements, either oral or written, between them other than are herein set forth.
SEVERABILITY.
If any agreement, covenant or condition of this lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this lease, or the application of such agreement, covenant or conditions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each agreement, covenant or condition of this lease shall be valid and be enforced to the fullest extent permitted by law.
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IN WITNESS WHEREOF, the parties hereto have caused this lease to be executed by their authorized agents.
| Landlord | Tenant |
| Red Road Business Park, LLC | Can B Corp________________________ |
| By: | By: | |||
| Rickey Minton, Manager | Managing Partner |
| _______________, Date | Date__________________ |
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