Settlement Agreement with same Asset Management

Settlement Agreement with same Asset Management Group as On4's and on the same date.

I am not finding an MJ connection here. TXMD distributes out information for companies, or so it appears.


OTC 8k Report forTXHD,,,9/26/2017

SECTION 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On September 26, 2017, Textmunication Holdings, Inc., a Nevada Corporation (the “Company”) entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Livingston Asset Management LLC, a Florida limited liability company (“LAM”), pursuant to which the Company agreed to issue common stock to LAM in exchange for the settlement of $414,507.08 (the “Settlement Amount”) of past-due obligations and accounts payable of the Company. LAM purchased the obligations and accounts payable from certain vendors of the Company as described below.

On September 26, 2017, the Circuit Court of Baltimore County, Maryland (the “Court”), entered an order (the “LAM Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a stipulation of settlement, pursuant to the Settlement Agreement between the Company and LAM, in the matter entitled Livingston Asset Management LLC v. Textmunication Holdings, Inc . (the “LAM Action”). LAM commenced the LAM Action against the Company to recover an aggregate of $414,507.08 of past-due obligations and accounts payable of the Company (the “LAM Claim”), which LAM had purchased from certain vendors of the Company pursuant to the terms of separate receivable purchase agreements between LAM and each of such vendors (the “LAM Assigned Accounts”). The LAM Assigned Accounts relate to certain contractual obligations and legal services provided to the Company. The LAM Order provides for the full and final settlement of the LAM Claim and the LAM Action. The Settlement Agreement became effective and binding upon the Company and LAM upon execution of the LAM Order by the Court on September 26, 2017.

Pursuant to the terms of the Settlement Agreement approved by the LAM Order, on September 26, 2017, the Company agreed to issue to LAM shares (the “LAM Settlement Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”). The Settlement Agreement provides that the LAM Settlement Shares will be issued in one or more tranches, as necessary, sufficient to satisfy the LAM Settlement Amount through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act. Pursuant to the Settlement Agreement, LAM may deliver a request to the Company for shares of common stock to be issued to LAM (the “LAM Share Request”). The parties reasonably estimate that the fair market value of the LAM Settlement Shares to be received by LAM is equal to approximately $690,845.00. Additional tranche requests shall be made as requested by LAM until the LAM Settlement Amount is paid in full.

'Everything works out in the end,,,If it hasn't worked out,,it's not the end'


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