$GRAS$$$ Amazing 8K - $GRAS$ is GREENER HERE! All
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Posted On: 12/05/2017 8:42:51 AM
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Read this AMAZING 8K - I have veriied information with the CEO and counsel at NGEN Technologies: https://www.otcmarkets.com/stock/GRAS/filings
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) November 27, 2017
GREENFIELD FARMS FOOD, INC.
(Exact name of registrant as specified in its charter)
Nevada
333-157281
26-2909561
(State
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
118 West 5th Street Covington, KY 41011
(Address of principal executive offices, including zip code)
(513) 602-3268
(Registrant’s telephone number, including area code)
____________________________________________
(Former name or former address, if changed since last report)
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:
¨ 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))
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 3.02 Unregistered Sales of Equity Securities
Effective November 28, 2017, the Board of Directors of Greenfield Farms Food, Inc., (the “Company”) approved the Certificate of Designation, authorizing 1,000 shares of Series E Preferred Stock (as defined and described below under Item 5.03) (the “ Series E Preferred Stock Shares ”) pursuant to a Letter of Intent (the “LOI”) (described below under Item 8.01).
A copy of the Certificate of Designation that was filed with the Nevada Secretary of State on November 29, 2017, is attached hereto as Exhibit 3.1 of this Report and is incorporated by reference herein.
Item 4.01 Changes in Registrant’s Certifying Accountant
On December 1, 2017, the Company’s current certifying accountants, KLJ & Associates, LLP (“KLJ”), notified the Company that it was resigning as the Company’s independent auditor effective immediately. The Company has chosen D. Brooks and Associates, CPAs, P.A. (“Brooks”) to serve as the Company’s certifying accountants effective December 1, 2017.
During the two fiscal years ended December 31, 2015 and 2014, respectively, and as of November 29, 2017, there were no disagreements with KLJ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KLJ, would have caused them to make reference in connection with their report to the subject matter of the disagreement. Furthermore, KLJ has not advised the Company of any reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.
The report of the independent registered public accounting firm of KLJ as of and for the years ended December 31, 2015 and December 31, 2014 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principle. The reports, however, contained a “going concern” paragraph.
A copy of the foregoing disclosures was provided to KLJ prior to the date of the filing of this report. Attached as an exhibit is a letter from KLJ addressed to the Securities and Exchange Commission, stating that KLJ agreed with the statements above. The Company is filing this letter as Exhibit 16.1.
Prior to Brooks’s engagement, the Company did not consult with that firm as to the type of audit opinion that might be rendered on the Company’s financial statements nor did Brooks provide any written or oral advice relating to any accounting, auditing or financial issue relating to the Company regarding any of the matters or events set forth in Item 304(a)(2)(i) or Item 304(a)(2)(ii) of Regulation S-K.
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Departure of Directors or Certain Officers
On November 28, 2017, Ronald Heineman resigned as the Chief Executive Officer, Chief Financial Officer and Secretary of the Company.
Appointment of Directors and Certain Officers
On November 29, 2017, Mr. Clifford M. Rhee, age 56, was appointed Chairman of the Board of Directors (the “BOD”) of the Company, and shall serve until his respective successor is duly elected and qualified.
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From July 2005 Mr. Rhee has been the President and Chief Executive Officer of Ngen Technologies USA Corp. (“Ngen”). The Company has signed a LOI with Ngen as further described below under Item 8.01. Upon closing of the transaction contemplated in the LOI, Mr. Rhee will own 500 shares of the Company’s Series E Preferred Stock which has conversion rights equal to 42.5% of the issued and outstanding common stock of the Company. Pursuant to the LOI, Mr. Rhee is to also be issued a new series of preferred stock that will have super majority voting rights of the Company.
From February 2010 to June 2015 Mr. Rhee served as President and CEO, principle engineer and a director CTX Virtual Technologies, Inc. (“CTX”). From 1986 to 2009, Mr. Rhee held executive positions with several multi-national corporations whereby he was responsible for strategic business initiatives including mergers and acquisitions, turnarounds and growth. Mr. Rhee served as an independent director to Vermeer Korea (Construction equipment), Samsung Group (Industrial Products) and Oncidium Health Group (Medical services). Mr. Rhee is a graduate from McGill University in Mechanical Engineering and Certified Management Accounting program (C.M.A.) and is a registered professional engineer. Mr. Rhee has also been named the Interim Chief Financial Officer of the Company.
On November 28, 2017, Mr. Edward Carter, age 61, was appointed to the BOD of the Company, and shall serve until his respective successor is duly elected and qualified.
In January 2015, Mr. Carter was a founding partner of Ngen, and currently serves as a member of their BOD and Secretary. The Company has signed a LOI with Ngen as further described below under Item 8.01. Upon closing of the transaction contemplated in the LOI, Mr. Carter will own 500 shares of the Company’s Series E Preferred Stock which has conversion rights equal to 42.5% of the issued and outstanding common stock of the Company. Mr. Carter’s experience includes all aspects of public company related issues with regards to SEC filings, mergers, acquisitions and corporate communications. Over the past 10 years he served as Director of Investor Relations for several small public companies. Mr. Carter has also been named Secretary of the Company.
On November 28, 2017, Dr. Jason Koo, age 57, was named Chief Executive Officer of the Company. Since 2013, Dr. Koo has served as Chief Technology Officer for Ngen. Dr. Koo holds a PhD in electronic engineering from Korea Aerospace University and is a recipient of several distinctions and awards for various patents. Dr. Koo has been active in C level positions for multiple public companies over the years. Prior to joining Ngen, Dr. Koo served as the CEO of Hwa Sound Source, a KOSDAQ listed company from 1994 – 2009 and CTO for Celluon from 2009 to 2013.
On November 29, 2017, Mr. David Lithwick, age 50, was appointed Chief Technology Officer (“CTO”) of the Company. Since 2013 Mr. Lithwick served as Ngen’s North American CTO. Mr. Lithwick has extensive engineering and software application experience, spanning 20 years. Prior to joining Ngen, he held various senior positions with well-known technology companies in Canada and in the USA including CTX, BNE Technologies, and ICC Healthcare Technology Group. Mr. Lithwick holds a degree in computer science from the University of Toronto.
Item 5.03 Amendment to Articles of Incorporation or Bylaws: Change in Fiscal Year.
Effective November 28, 2017, the Board of Directors approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company’s Series E Preferred Stock (the “ Designation ” and the “ Series E Preferred Stock ”). The Board of Directors authorized the issuance of up to 1,000 shares of Series E Preferred Stock upon the company filing the Certificate of Designation with the Nevada Secretary of State. The terms of the Certificate of Designation of the Series E Preferred Stock include conversion rights that in the aggregate convert to 85% of the Company’s issued and outstanding common stock at the time of conversion. The Series E Preferred Stock is convertible immediately upon the shares of common stock being available to allow for the conversion that results in 85% of the shares of common stock to be owned in the aggregate by the holders of the Series E Preferred Stock. Additionally, the voting rights of the Series E Preferred Stock while outstanding are equal to the as if converted number of shares.
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Item 7.01 Regulation FD Disclosure.
The Company has appointed VStock Transfer, LLC (“VStock”) as its transfer agent and shareholder support provider, effective November 27, 2017. All of the Company’s directly held shares of common stock were transferred from West Coast Transfer, Inc. (“West Coast”) to VStock’s platform. No action is required by any shareholder regarding the change in the Company’s transfer agent. VStock can be reached at as follows:
VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598
Phone: (212) 828-8436
Item 8.01 Other Events.
On November 28, 2017, the Company entered into a Letter of Intent (the “LOI”) with Ngen Technologies USA Corp, (“Ngen”), a Texas corporation. Ngen engages in the business of 3D technologies including automotive, mobile and display. Ngen has also developed new state-of-art automotive muffler/silencer technologies (hereinafter, the “Business”). The Company will acquire, free and clear of all liens, encumbrances, and liabilities, one hundred percent (100%) of Ngen’s muffler technology Business. The acquisition includes Ngen’s rights under its contracts, licenses, purchase orders, privileges, franchises and agreements, and all assets and property owned and used by Ngen in the Business. Pursuant to the LOI, the Company will issue 1,000 shares of Series E Preferred Stock, that will convert to 85% of the issued and outstanding shares of the Company on a fully diluted basis at the time of conversion. The Series E Preferred Stock automatically converts to common stock when the shares of common stock are available to accommodate the conversion.
The foregoing description of the LOI and its terms is qualified in its entirety by the full text of the LOI, which is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
Item 9.01 Financial Statements and Exhibits
Exhibits
Exhibit No.
Description
3.1
Certificate of Designation Series E Preferred Stock
16.1
Letter from KLJ & Associates, LLP to the SEC dated December 1, 2017
99.1
Letter of Intent dated November 28, 2017
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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 thereunto duly authorized.
GREENFIELD FARMS FOOD, INC.
Dated: December 1, 2017 By: /s/ Clifford M Rhee
Clifford M Rhee
Chairman and Interim Chief Financial Officer
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EXHIBIT 3.1
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CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF SERIES E PREFERRED STOCK, PAR VALUE $0.001 PER SHARE
OF
GREENFIELD FARMS FOOD, INC.
The undersigned, the Chief Executive Officer of Greenfield Farms Food, Inc., a Nevada corporation (the “ Corporation ”), does hereby certify, that, pursuant to authority conferred upon the Board of Directors and pursuant to the Nevada Revised Statutes, the following resolutions creating a Series of Series E Preferred Stock was duly adopted by the Corporation’s Board of Directors on November 28, 2017:
WHEREAS, the Articles of Incorporation of the Corporation, as amended, authorizes the Board of Directors of the Corporation to issue up to fifty million (50,000,000) shares of preferred stock, par value $.001 per share, issuable from time to time in one or more Serieses or series and
WHEREAS, the Board of Directors is authorized to fix the rights, terms and preferences and the number of shares constituting any series and the designation thereof, of any of them; and
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of Series E Preferred Stock and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such Series E Preferred Stock as follows:
1. DESIGNATION AND AMOUNT. The preferred stock subject hereof shall be designated Series E Preferred Stock (“Series E Preferred Stock”), and the number of shares constituting Series E Preferred Stock shall be one thousand (1,000). No other shares of preferred stock shall be designated as Series E Preferred Stock.
2. Rank. In the event of the Corporation’s liquidation, the Series E Preferred Stock shall rank senior to any class or series of the Corporation’s capital stock hereafter created that ranks junior to the Series E Preferred Stock; pari passu with any class or series of the Corporation’s capital stock hereafter created that ranks on parity with the Series E Preferred Stock; and junior to any class or series of the Corporation’s capital stock hereafter created that ranks senior to the Series E Preferred Stock. The Series E Preferred Stock shall be senior to the Corporation’s common stock and on parity with the Corporation’s Series A Preferred Stock.
3. Conversion Rights. The total shares of Series E Preferred Stock outstanding are convertible, on a pro-rata basis, into that number of fully paid and non-assessable shares of Corporation’s common stock on terms that would equal 85% of the total issued and outstanding shares of the Corporation’s common stock on a fully-diluted basis (the “Conversion Shares”) immediately upon approval by the Corporation’s stockholders and the availability in the number of authorized shares of Common Stock sufficient to issue the Conversion Shares.
(a) The Conversion shares shall be rounded to the nearest full share; no fractional shares of common stock shall be issued upon any such conversion.
(b) As a condition to the Corporation’s obligation to issue and deliver certificates representing the Conversion Shares under this Section 3, holders of converted shares of Series E Preferred Stock shall return their certificates representing such preferred stock for cancellation on the Corporation’s books.
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4. Voting Rights. The holders of Series E Preferred Stock shall have voting rights on any matters respecting the affairs of the Corporation submitted to the holders of the Corporation’s voting capital stock, on as if converted basis on the date of any vote.
5. Dividends. Unless otherwise declared from time to time by the Board of Directors, out of funds legally available thereof, the holders of shares of the outstanding shares of Series E Preferred Stock shall not be entitled to receive dividends.
6. No Preemptive Rights. Holders of Series E Preferred Stock shall not be entitled, as a matter of right, to subscribe for, purchase or receive any part of any stock of the Corporation of any class whatsoever, or of securities convertible into or exchangeable for any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend by virtue of the Series E Preferred Stock.
7. Liquidation Rights. The holder or holders of the Series E Preferred Stock shall not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary.
8. No Reissuance of Series E Preferred Stock. Any share or shares of Series E Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be cancelled, shall return to the status of authorized but unissued preferred stock of not designated series, and shall not be reissuable by the Corporation as a Series E Preferred Stock.
9. Loss, Theft, Destruction of Certificates. Upon the Corporation’s receipt of evidence of the loss, theft, destruction or mutilation of a certificate representing shares of Series E Preferred Stock (in form reasonable satisfactory to the Corporation) and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Corporation, or, in the case of mutilation, upon surrender and cancellation of the mutilated certificate, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated certificate representing shares of Series E Preferred Stock, a new certificate representing shares of Series E Preferred Stock of like tenor.
10. Who Deemed Absolute Owner. The Corporation may deem the holder(s) in whose name shares of Series E Preferred Stock is registered upon the Corporation’s books, or their assigns, to be, and may treat it as, the absolute owner of such shares of Series E Preferred Stock for all purposes, and the Corporation shall not be affected or bound by any notice to the contrary.
11. Transfer Restrictions; Legend. Certificates representing all shares of Series E Preferred Stock, and all shares of the Corporation’s common stock issued upon conversion thereof have not been registered under the Securities Act or any state or foreign securities laws, and are and will continue to be restricted securities within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act and applicable state statutes, and consents to the placement of an appropriate restrictive legend or legends on any certificates evidencing the securities and any certificates issued in replacement or exchange therefor and acknowledges that the Corporation will cause its stock transfer records to note such restrictions.
12. Stock-Transfer Register. The Corporation shall keep at its principal office an original or copy of a register in which it shall provide for the registration of the Series E Preferred Stock. Upon any transfer of Series E Preferred Stock in accordance with the provisions hereof, the Corporation shall register such transfer on its stock-transfer register.
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13. Amendments. The Corporation may amend this Certificate of Designation only with the approving vote of holders of a majority of the then-outstanding shares of SERIES E Preferred Stock.
14. Headings. The headings of the sections, subsections and paragraphs of this Certificate of Designation are inserted for the convenience of the reader only and shall not affect the interpretation of the terms and provisions of this Certificate of Designation.
15. Severability. If any provision of this Certificate of Designation, or the application thereof to any person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (ii) the remainder of this Certificate of Designation and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.
16. Governing Law. The terms of this Certificate of Designation shall be governed by the laws of the State of Nevada, without regard to its conflicts-of-law principles.
In Witness Whereof, Greenfield Farms Food, Inc. has caused this Certificate of Designation to be duly executed in its corporate name on this 28th day of November 2017.
GREENFIELD FARMS FOOD, INC.:
By: /s/ Ronald Heineman
Ronald Heineman
Chief Executive Officer
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EXHIBIT 16.1
December 1, 2017
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
We have read the statements of Greenfield Farms Food, Inc. pertaining to our firm included under Item 4.01 of Form 8-K dated December 1, 2017 and agree with such statements as they pertain to our firm.
Sincerely,
/s/ KLJ & Associates, LLP
5201 Eden Avenue
Suite 300
Edina MN 55436
630.277.2330
EXHIBIT 99.1
Letter of Intent
This Agreement is entered into as of the 27 day of November, 2017, (the “Effective Date”) by and between, Ngen Technologies USA, Corp, a Texas corporation. (the “Seller”) located at 5430 LBJ Freeway #1200, Dallas, Texas 75240 and Greenfield Farms Food, Inc., a Nevada corporation, (the “Buyer”) located at 118 West 5 th Street, Covington, KY 41011.
WHEREAS , the Seller owns and conducts a business known as Ngen Technologies USA Corp (“Ngen”), which engages in the business of 3D technologies including automotive, mobile and display. Ngen has also developed new state-of-art automotive muffler/silencer technologies (hereinafter, the “Business”). The business is located at 5430 LBJ Freeway #1200, in the City of Dallas, County of Dallas, and State of Texas.
WHEREAS , the parties intend that the Buyer shall acquire from the Seller the above-identified automotive muffle/silencer technology and certain purchase orders for the terms and conditions described below, and pursuant to the attachments and exhibits, if any, annexed to this main document.
NOW THEREFORE , for the reasons set forth, and in consideration of the mutual covenants and promises of the parties hereto, and intending to be legally bound, the Seller and Buyer agree as follows:
1. Acquisition of the Business of Ngen Technologies. The Buyer will acquire, free and clear of all liens, encumbrances, and liabilities, one hundred percent (100%) of Seller’s muffler technology Business described and identified above including its goodwill as a going concern. This acquisition shall include the Seller’s rights under its contracts, licenses, privileges, franchises and agreements, and all assets and property owned and used by Seller in the Business other than any property that may be specifically excluded in this Agreement or in the annexed “Exhibit A”. This acquisition includes the Seller’s currently held purchase orders and any additional purchase orders up to the date of closing or such other property as may be listed in Exhibit B.
2. Purchase Price. The payment in this transaction will be the issuance of capital stock that equates to ownership of 85% of the Buyer to Ngen Technologies USA, Corp. The Buyer will also issue a new series of Preferred Stock to Clifford M Rhee that will include voting control of the Buyer.
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(a) As immediately as practicable after the signing of the LOI, the Buyer will issue a replacement convertible note (the “Replacement Note”) for approximately $200,000 to a third party investor to satisfy outstanding debt. Buyer will also issue a new convertible note (the “New Note’) in exchange for a commitment of funds to be negotiated. Funds from the New Note are to be used to cover the costs to bring Buyer current in its reporting obligations and to assist in monthly operating expenses. Of the committed amount, the lender will fund (the “Initial Funding”) within 5 business days of the Buyer obtaining an engagement letter from the Buyer’s auditor. The Initial Funding will be used to pay certain operation expenses and amounts necessary to begin to bring current Buyers financial reporting obligations . The Replacement Note and all of the terms and conditions therein (including any conversion rights) will be assumed by the surviving entity.
(b) The issuance and funding of the New Note above will be negotiated by the Buyer and approved by Seller prior to the initial Funding.
(c) The Buyer may satisfy the purchase price of 85% ownership by delivery of a new Series of Preferred Stock of the Buyer that will convert to 85% of the outstanding shares, post-merger.
(d) As additional consideration, Ron Heinemann, will resign as CEO of Buyer and will appoint two new Board (the “BOD”) members, to be nominated (the “Nominees”) by the Seller. The Nominees must meet the BOD requirements of an OTCQB public Company and have completed the attached BOD questionnaires. Heineman’s resignation as CEO of the Buyer, causes the immediate cancellation of the 1,000 shares of Series D Preferred Stock Heineman owns.
3 . Adjustments at Closing. Adjustments shall be made at the time of closing for all operating expenses including, but not limited to, rent and rent deposits, prepaid interest, insurance premiums, utility charges and deposits, maintenance charges and taxes, payroll, and payroll taxes.
4. Closing Date. The transfer of assets and the closing under this Agreement shall take place on January 8, 2018. The closing will be in Charlotte, NC. or Covington KY., as the Parties may agree. At that time Seller shall deliver all intellectual properties and patents pertaining to Ngen’s Business (muffler/silencer technology) the muffler Purchase Order from Hyundai Motor Cars, All instruments and documents necessary to transfer Seller’s assets and technology of the Business to Buyer. Seller shall at that time execute and deliver all papers and instruments suitable for filing and/or which are necessary to transfer ownership of the trade name to Buyer, and Buyer shall thereafter have the option to use said name in any manner or purpose associated with the Business. When that delivery is made to Buyer and when the Seller receives the delivery of the Purchase Price, the acquisition to Buyer shall be completed and effective, and the new majority shareholders shall have ownership and possession of the Buyer, including the Business.
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5. Representations of Seller. Seller represents and warrants that:
(a) It is duly qualified under the laws of the State of Texas to carry on the Business as now owned and operated.
(b) It is the owner of and has good and marketable title to the property involved in this acquisition, free of all restrictions on transfer or assignment and all encumbrances except for those that are set forth in Exhibit C that is attached and made a part of this Agreement.
(c) No proceedings, judgments, or liens are now pending or threatened against Ngen Technologies.
(d) Seller has complied with all applicable federal, state, and local statutes, laws, and regulations affecting Seller’s properties or the operation of Seller’s business, and he has received no notice of a violation or citation same from any governmental agencies.
(e) Seller has not contracted to sell, or pledge all or part of his business.
(f) Seller will, up to the date of closing, operate the Business in the usual and ordinary manner and will not enter into any contract except as may be required in the regular course of business.
(g) Seller shall not remove or cause to be removed any technology in the ordinary course of business.
(h) Seller has paid and until the date of closing will continue to pay all taxes, federal, state and local.
6 . Representations of Buyer. Buyer represents and warrants that:
(a) It is duly qualified under the laws of the State of Nevada to carry on the business as now owned and operated.
(b) It has the corporate authority to issue all shares involved in this transaction, free of all restrictions on transfer or assignment and all encumbrances.
(c) There are no proceedings, judgments, or liens are now pending or threatened except for those that are set forth in Exhibit D that is attached and made a part of this Agreement.
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(d) Buyer has complied with all applicable federal, state, and local statutes, laws, and SEC regulations affecting Buyer’s operation. Buyer has agreed that they will work diligently to become current in all SEC required filings, subject to the complete funding of the New Note, or other means to satisfy the costs of such filings.
(e) Buyer has not contracted to sell, or pledge any part of his business.
(f) Buyer will immediately after the closing remove all aspects of their current pizza business. The removal shall be conducted in the usual and ordinary manner through a spin out or other strategy as defined by the SEC rules and regulations.
(g) Buyer shall not pledge, cancel of remove any shares of company preferred or common stock prior to closing without Ngen Technologies approval.
(h) Buyer has paid and until the date of closing will continue to pay all taxes, federal, state and local.
7. Inspection of books and records. Seller shall have the right after the signing of the LOI to inspect or have inspected by a certified public accountant or other financial expert, the books and records of Buyer.
8 . Assumption of Liabilities.
(a) At time of closing, the Buyer agrees to assume certain contracts and purchase orders and liabilities that arise in the ordinary course of Seller’s business after the signing of this Agreement but before closing. The surviving entity shall assume and hereby agrees to be bound by all contracts between seller and any third person executed during the normal course of Seller’s business. Buyer shall not be liable for any of the obligations or liabilities of Seller of any kind and nature other than those specifically mentioned herein. The surviving entity will indemnify Seller against any and all liability under the contracts and obligations assumed hereunder, provided that Seller is not in default under any of such contracts or obligations at the date of closing.
(b) Seller shall continue to perform any contracts requiring performance between the date of this Agreement and the date of closing, and Seller agrees to indemnify and hold Buyer harmless against any liability or expense arising out of any breach of any contract prior to closing.
(c) The surviving entity shall indemnify and hold Seller harmless from any liability or expense arising from any contract entered into by Seller that is later assumed or performed by the surviving entity after the date of closing.
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9. Binding Agreement. This Agreement shall be binding upon the heirs, administrators, successors and assigns of the respective parties.
10. Entire Transaction. This Agreement and any associated documents represent the entire agreement between the parties, and there are no representations, warranties, covenants or conditions, except those specified herein or in accompanying instruments or documents.
11. Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties.
12. Survival of Terms . All covenants, warranties, and representations herein shall survive this Agreement and the closing date.
13. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors and assigns. Neither party may assign its rights or delegate its duties under this Agreement without the other party’s prior written consent.
14. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State of Texas for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.
15. Miscellaneous. References to gender herein are interchangeable and generic in all respects. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing.
16. Additional Provisions.
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IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first written above.
Signed this 28__ day of November, 2017.
SELLER
BUYER
By:
/s/ Clifford Rhee
By:
/s/ Ronald Heineman
Name:
Clifford Rhee
Name:
Ronald Heineman
Title:
Chairman
Title:
CEO
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Read this AMAZING 8K - I have veriied information with the CEO and counsel at NGEN Technologies: https://www.otcmarkets.com/stock/GRAS/filings
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) November 27, 2017
GREENFIELD FARMS FOOD, INC.
(Exact name of registrant as specified in its charter)
Nevada
333-157281
26-2909561
(State
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
118 West 5th Street Covington, KY 41011
(Address of principal executive offices, including zip code)
(513) 602-3268
(Registrant’s telephone number, including area code)
____________________________________________
(Former name or former address, if changed since last report)
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:
¨ 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))
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 3.02 Unregistered Sales of Equity Securities
Effective November 28, 2017, the Board of Directors of Greenfield Farms Food, Inc., (the “Company”) approved the Certificate of Designation, authorizing 1,000 shares of Series E Preferred Stock (as defined and described below under Item 5.03) (the “ Series E Preferred Stock Shares ”) pursuant to a Letter of Intent (the “LOI”) (described below under Item 8.01).
A copy of the Certificate of Designation that was filed with the Nevada Secretary of State on November 29, 2017, is attached hereto as Exhibit 3.1 of this Report and is incorporated by reference herein.
Item 4.01 Changes in Registrant’s Certifying Accountant
On December 1, 2017, the Company’s current certifying accountants, KLJ & Associates, LLP (“KLJ”), notified the Company that it was resigning as the Company’s independent auditor effective immediately. The Company has chosen D. Brooks and Associates, CPAs, P.A. (“Brooks”) to serve as the Company’s certifying accountants effective December 1, 2017.
During the two fiscal years ended December 31, 2015 and 2014, respectively, and as of November 29, 2017, there were no disagreements with KLJ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KLJ, would have caused them to make reference in connection with their report to the subject matter of the disagreement. Furthermore, KLJ has not advised the Company of any reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.
The report of the independent registered public accounting firm of KLJ as of and for the years ended December 31, 2015 and December 31, 2014 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principle. The reports, however, contained a “going concern” paragraph.
A copy of the foregoing disclosures was provided to KLJ prior to the date of the filing of this report. Attached as an exhibit is a letter from KLJ addressed to the Securities and Exchange Commission, stating that KLJ agreed with the statements above. The Company is filing this letter as Exhibit 16.1.
Prior to Brooks’s engagement, the Company did not consult with that firm as to the type of audit opinion that might be rendered on the Company’s financial statements nor did Brooks provide any written or oral advice relating to any accounting, auditing or financial issue relating to the Company regarding any of the matters or events set forth in Item 304(a)(2)(i) or Item 304(a)(2)(ii) of Regulation S-K.
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Departure of Directors or Certain Officers
On November 28, 2017, Ronald Heineman resigned as the Chief Executive Officer, Chief Financial Officer and Secretary of the Company.
Appointment of Directors and Certain Officers
On November 29, 2017, Mr. Clifford M. Rhee, age 56, was appointed Chairman of the Board of Directors (the “BOD”) of the Company, and shall serve until his respective successor is duly elected and qualified.
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From July 2005 Mr. Rhee has been the President and Chief Executive Officer of Ngen Technologies USA Corp. (“Ngen”). The Company has signed a LOI with Ngen as further described below under Item 8.01. Upon closing of the transaction contemplated in the LOI, Mr. Rhee will own 500 shares of the Company’s Series E Preferred Stock which has conversion rights equal to 42.5% of the issued and outstanding common stock of the Company. Pursuant to the LOI, Mr. Rhee is to also be issued a new series of preferred stock that will have super majority voting rights of the Company.
From February 2010 to June 2015 Mr. Rhee served as President and CEO, principle engineer and a director CTX Virtual Technologies, Inc. (“CTX”). From 1986 to 2009, Mr. Rhee held executive positions with several multi-national corporations whereby he was responsible for strategic business initiatives including mergers and acquisitions, turnarounds and growth. Mr. Rhee served as an independent director to Vermeer Korea (Construction equipment), Samsung Group (Industrial Products) and Oncidium Health Group (Medical services). Mr. Rhee is a graduate from McGill University in Mechanical Engineering and Certified Management Accounting program (C.M.A.) and is a registered professional engineer. Mr. Rhee has also been named the Interim Chief Financial Officer of the Company.
On November 28, 2017, Mr. Edward Carter, age 61, was appointed to the BOD of the Company, and shall serve until his respective successor is duly elected and qualified.
In January 2015, Mr. Carter was a founding partner of Ngen, and currently serves as a member of their BOD and Secretary. The Company has signed a LOI with Ngen as further described below under Item 8.01. Upon closing of the transaction contemplated in the LOI, Mr. Carter will own 500 shares of the Company’s Series E Preferred Stock which has conversion rights equal to 42.5% of the issued and outstanding common stock of the Company. Mr. Carter’s experience includes all aspects of public company related issues with regards to SEC filings, mergers, acquisitions and corporate communications. Over the past 10 years he served as Director of Investor Relations for several small public companies. Mr. Carter has also been named Secretary of the Company.
On November 28, 2017, Dr. Jason Koo, age 57, was named Chief Executive Officer of the Company. Since 2013, Dr. Koo has served as Chief Technology Officer for Ngen. Dr. Koo holds a PhD in electronic engineering from Korea Aerospace University and is a recipient of several distinctions and awards for various patents. Dr. Koo has been active in C level positions for multiple public companies over the years. Prior to joining Ngen, Dr. Koo served as the CEO of Hwa Sound Source, a KOSDAQ listed company from 1994 – 2009 and CTO for Celluon from 2009 to 2013.
On November 29, 2017, Mr. David Lithwick, age 50, was appointed Chief Technology Officer (“CTO”) of the Company. Since 2013 Mr. Lithwick served as Ngen’s North American CTO. Mr. Lithwick has extensive engineering and software application experience, spanning 20 years. Prior to joining Ngen, he held various senior positions with well-known technology companies in Canada and in the USA including CTX, BNE Technologies, and ICC Healthcare Technology Group. Mr. Lithwick holds a degree in computer science from the University of Toronto.
Item 5.03 Amendment to Articles of Incorporation or Bylaws: Change in Fiscal Year.
Effective November 28, 2017, the Board of Directors approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company’s Series E Preferred Stock (the “ Designation ” and the “ Series E Preferred Stock ”). The Board of Directors authorized the issuance of up to 1,000 shares of Series E Preferred Stock upon the company filing the Certificate of Designation with the Nevada Secretary of State. The terms of the Certificate of Designation of the Series E Preferred Stock include conversion rights that in the aggregate convert to 85% of the Company’s issued and outstanding common stock at the time of conversion. The Series E Preferred Stock is convertible immediately upon the shares of common stock being available to allow for the conversion that results in 85% of the shares of common stock to be owned in the aggregate by the holders of the Series E Preferred Stock. Additionally, the voting rights of the Series E Preferred Stock while outstanding are equal to the as if converted number of shares.
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Item 7.01 Regulation FD Disclosure.
The Company has appointed VStock Transfer, LLC (“VStock”) as its transfer agent and shareholder support provider, effective November 27, 2017. All of the Company’s directly held shares of common stock were transferred from West Coast Transfer, Inc. (“West Coast”) to VStock’s platform. No action is required by any shareholder regarding the change in the Company’s transfer agent. VStock can be reached at as follows:
VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598
Phone: (212) 828-8436
Item 8.01 Other Events.
On November 28, 2017, the Company entered into a Letter of Intent (the “LOI”) with Ngen Technologies USA Corp, (“Ngen”), a Texas corporation. Ngen engages in the business of 3D technologies including automotive, mobile and display. Ngen has also developed new state-of-art automotive muffler/silencer technologies (hereinafter, the “Business”). The Company will acquire, free and clear of all liens, encumbrances, and liabilities, one hundred percent (100%) of Ngen’s muffler technology Business. The acquisition includes Ngen’s rights under its contracts, licenses, purchase orders, privileges, franchises and agreements, and all assets and property owned and used by Ngen in the Business. Pursuant to the LOI, the Company will issue 1,000 shares of Series E Preferred Stock, that will convert to 85% of the issued and outstanding shares of the Company on a fully diluted basis at the time of conversion. The Series E Preferred Stock automatically converts to common stock when the shares of common stock are available to accommodate the conversion.
The foregoing description of the LOI and its terms is qualified in its entirety by the full text of the LOI, which is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
Item 9.01 Financial Statements and Exhibits
Exhibits
Exhibit No.
Description
3.1
Certificate of Designation Series E Preferred Stock
16.1
Letter from KLJ & Associates, LLP to the SEC dated December 1, 2017
99.1
Letter of Intent dated November 28, 2017
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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 thereunto duly authorized.
GREENFIELD FARMS FOOD, INC.
Dated: December 1, 2017 By: /s/ Clifford M Rhee
Clifford M Rhee
Chairman and Interim Chief Financial Officer
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EXHIBIT 3.1
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CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF SERIES E PREFERRED STOCK, PAR VALUE $0.001 PER SHARE
OF
GREENFIELD FARMS FOOD, INC.
The undersigned, the Chief Executive Officer of Greenfield Farms Food, Inc., a Nevada corporation (the “ Corporation ”), does hereby certify, that, pursuant to authority conferred upon the Board of Directors and pursuant to the Nevada Revised Statutes, the following resolutions creating a Series of Series E Preferred Stock was duly adopted by the Corporation’s Board of Directors on November 28, 2017:
WHEREAS, the Articles of Incorporation of the Corporation, as amended, authorizes the Board of Directors of the Corporation to issue up to fifty million (50,000,000) shares of preferred stock, par value $.001 per share, issuable from time to time in one or more Serieses or series and
WHEREAS, the Board of Directors is authorized to fix the rights, terms and preferences and the number of shares constituting any series and the designation thereof, of any of them; and
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of Series E Preferred Stock and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such Series E Preferred Stock as follows:
1. DESIGNATION AND AMOUNT. The preferred stock subject hereof shall be designated Series E Preferred Stock (“Series E Preferred Stock”), and the number of shares constituting Series E Preferred Stock shall be one thousand (1,000). No other shares of preferred stock shall be designated as Series E Preferred Stock.
2. Rank. In the event of the Corporation’s liquidation, the Series E Preferred Stock shall rank senior to any class or series of the Corporation’s capital stock hereafter created that ranks junior to the Series E Preferred Stock; pari passu with any class or series of the Corporation’s capital stock hereafter created that ranks on parity with the Series E Preferred Stock; and junior to any class or series of the Corporation’s capital stock hereafter created that ranks senior to the Series E Preferred Stock. The Series E Preferred Stock shall be senior to the Corporation’s common stock and on parity with the Corporation’s Series A Preferred Stock.
3. Conversion Rights. The total shares of Series E Preferred Stock outstanding are convertible, on a pro-rata basis, into that number of fully paid and non-assessable shares of Corporation’s common stock on terms that would equal 85% of the total issued and outstanding shares of the Corporation’s common stock on a fully-diluted basis (the “Conversion Shares”) immediately upon approval by the Corporation’s stockholders and the availability in the number of authorized shares of Common Stock sufficient to issue the Conversion Shares.
(a) The Conversion shares shall be rounded to the nearest full share; no fractional shares of common stock shall be issued upon any such conversion.
(b) As a condition to the Corporation’s obligation to issue and deliver certificates representing the Conversion Shares under this Section 3, holders of converted shares of Series E Preferred Stock shall return their certificates representing such preferred stock for cancellation on the Corporation’s books.
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4. Voting Rights. The holders of Series E Preferred Stock shall have voting rights on any matters respecting the affairs of the Corporation submitted to the holders of the Corporation’s voting capital stock, on as if converted basis on the date of any vote.
5. Dividends. Unless otherwise declared from time to time by the Board of Directors, out of funds legally available thereof, the holders of shares of the outstanding shares of Series E Preferred Stock shall not be entitled to receive dividends.
6. No Preemptive Rights. Holders of Series E Preferred Stock shall not be entitled, as a matter of right, to subscribe for, purchase or receive any part of any stock of the Corporation of any class whatsoever, or of securities convertible into or exchangeable for any stock of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend by virtue of the Series E Preferred Stock.
7. Liquidation Rights. The holder or holders of the Series E Preferred Stock shall not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary.
8. No Reissuance of Series E Preferred Stock. Any share or shares of Series E Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be cancelled, shall return to the status of authorized but unissued preferred stock of not designated series, and shall not be reissuable by the Corporation as a Series E Preferred Stock.
9. Loss, Theft, Destruction of Certificates. Upon the Corporation’s receipt of evidence of the loss, theft, destruction or mutilation of a certificate representing shares of Series E Preferred Stock (in form reasonable satisfactory to the Corporation) and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Corporation, or, in the case of mutilation, upon surrender and cancellation of the mutilated certificate, the Corporation shall make, issue and deliver, in lieu of such lost, stolen, destroyed or mutilated certificate representing shares of Series E Preferred Stock, a new certificate representing shares of Series E Preferred Stock of like tenor.
10. Who Deemed Absolute Owner. The Corporation may deem the holder(s) in whose name shares of Series E Preferred Stock is registered upon the Corporation’s books, or their assigns, to be, and may treat it as, the absolute owner of such shares of Series E Preferred Stock for all purposes, and the Corporation shall not be affected or bound by any notice to the contrary.
11. Transfer Restrictions; Legend. Certificates representing all shares of Series E Preferred Stock, and all shares of the Corporation’s common stock issued upon conversion thereof have not been registered under the Securities Act or any state or foreign securities laws, and are and will continue to be restricted securities within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act and applicable state statutes, and consents to the placement of an appropriate restrictive legend or legends on any certificates evidencing the securities and any certificates issued in replacement or exchange therefor and acknowledges that the Corporation will cause its stock transfer records to note such restrictions.
12. Stock-Transfer Register. The Corporation shall keep at its principal office an original or copy of a register in which it shall provide for the registration of the Series E Preferred Stock. Upon any transfer of Series E Preferred Stock in accordance with the provisions hereof, the Corporation shall register such transfer on its stock-transfer register.
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13. Amendments. The Corporation may amend this Certificate of Designation only with the approving vote of holders of a majority of the then-outstanding shares of SERIES E Preferred Stock.
14. Headings. The headings of the sections, subsections and paragraphs of this Certificate of Designation are inserted for the convenience of the reader only and shall not affect the interpretation of the terms and provisions of this Certificate of Designation.
15. Severability. If any provision of this Certificate of Designation, or the application thereof to any person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (ii) the remainder of this Certificate of Designation and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.
16. Governing Law. The terms of this Certificate of Designation shall be governed by the laws of the State of Nevada, without regard to its conflicts-of-law principles.
In Witness Whereof, Greenfield Farms Food, Inc. has caused this Certificate of Designation to be duly executed in its corporate name on this 28th day of November 2017.
GREENFIELD FARMS FOOD, INC.:
By: /s/ Ronald Heineman
Ronald Heineman
Chief Executive Officer
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EXHIBIT 16.1
December 1, 2017
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
We have read the statements of Greenfield Farms Food, Inc. pertaining to our firm included under Item 4.01 of Form 8-K dated December 1, 2017 and agree with such statements as they pertain to our firm.
Sincerely,
/s/ KLJ & Associates, LLP
5201 Eden Avenue
Suite 300
Edina MN 55436
630.277.2330
EXHIBIT 99.1
Letter of Intent
This Agreement is entered into as of the 27 day of November, 2017, (the “Effective Date”) by and between, Ngen Technologies USA, Corp, a Texas corporation. (the “Seller”) located at 5430 LBJ Freeway #1200, Dallas, Texas 75240 and Greenfield Farms Food, Inc., a Nevada corporation, (the “Buyer”) located at 118 West 5 th Street, Covington, KY 41011.
WHEREAS , the Seller owns and conducts a business known as Ngen Technologies USA Corp (“Ngen”), which engages in the business of 3D technologies including automotive, mobile and display. Ngen has also developed new state-of-art automotive muffler/silencer technologies (hereinafter, the “Business”). The business is located at 5430 LBJ Freeway #1200, in the City of Dallas, County of Dallas, and State of Texas.
WHEREAS , the parties intend that the Buyer shall acquire from the Seller the above-identified automotive muffle/silencer technology and certain purchase orders for the terms and conditions described below, and pursuant to the attachments and exhibits, if any, annexed to this main document.
NOW THEREFORE , for the reasons set forth, and in consideration of the mutual covenants and promises of the parties hereto, and intending to be legally bound, the Seller and Buyer agree as follows:
1. Acquisition of the Business of Ngen Technologies. The Buyer will acquire, free and clear of all liens, encumbrances, and liabilities, one hundred percent (100%) of Seller’s muffler technology Business described and identified above including its goodwill as a going concern. This acquisition shall include the Seller’s rights under its contracts, licenses, privileges, franchises and agreements, and all assets and property owned and used by Seller in the Business other than any property that may be specifically excluded in this Agreement or in the annexed “Exhibit A”. This acquisition includes the Seller’s currently held purchase orders and any additional purchase orders up to the date of closing or such other property as may be listed in Exhibit B.
2. Purchase Price. The payment in this transaction will be the issuance of capital stock that equates to ownership of 85% of the Buyer to Ngen Technologies USA, Corp. The Buyer will also issue a new series of Preferred Stock to Clifford M Rhee that will include voting control of the Buyer.
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(a) As immediately as practicable after the signing of the LOI, the Buyer will issue a replacement convertible note (the “Replacement Note”) for approximately $200,000 to a third party investor to satisfy outstanding debt. Buyer will also issue a new convertible note (the “New Note’) in exchange for a commitment of funds to be negotiated. Funds from the New Note are to be used to cover the costs to bring Buyer current in its reporting obligations and to assist in monthly operating expenses. Of the committed amount, the lender will fund (the “Initial Funding”) within 5 business days of the Buyer obtaining an engagement letter from the Buyer’s auditor. The Initial Funding will be used to pay certain operation expenses and amounts necessary to begin to bring current Buyers financial reporting obligations . The Replacement Note and all of the terms and conditions therein (including any conversion rights) will be assumed by the surviving entity.
(b) The issuance and funding of the New Note above will be negotiated by the Buyer and approved by Seller prior to the initial Funding.
(c) The Buyer may satisfy the purchase price of 85% ownership by delivery of a new Series of Preferred Stock of the Buyer that will convert to 85% of the outstanding shares, post-merger.
(d) As additional consideration, Ron Heinemann, will resign as CEO of Buyer and will appoint two new Board (the “BOD”) members, to be nominated (the “Nominees”) by the Seller. The Nominees must meet the BOD requirements of an OTCQB public Company and have completed the attached BOD questionnaires. Heineman’s resignation as CEO of the Buyer, causes the immediate cancellation of the 1,000 shares of Series D Preferred Stock Heineman owns.
3 . Adjustments at Closing. Adjustments shall be made at the time of closing for all operating expenses including, but not limited to, rent and rent deposits, prepaid interest, insurance premiums, utility charges and deposits, maintenance charges and taxes, payroll, and payroll taxes.
4. Closing Date. The transfer of assets and the closing under this Agreement shall take place on January 8, 2018. The closing will be in Charlotte, NC. or Covington KY., as the Parties may agree. At that time Seller shall deliver all intellectual properties and patents pertaining to Ngen’s Business (muffler/silencer technology) the muffler Purchase Order from Hyundai Motor Cars, All instruments and documents necessary to transfer Seller’s assets and technology of the Business to Buyer. Seller shall at that time execute and deliver all papers and instruments suitable for filing and/or which are necessary to transfer ownership of the trade name to Buyer, and Buyer shall thereafter have the option to use said name in any manner or purpose associated with the Business. When that delivery is made to Buyer and when the Seller receives the delivery of the Purchase Price, the acquisition to Buyer shall be completed and effective, and the new majority shareholders shall have ownership and possession of the Buyer, including the Business.
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5. Representations of Seller. Seller represents and warrants that:
(a) It is duly qualified under the laws of the State of Texas to carry on the Business as now owned and operated.
(b) It is the owner of and has good and marketable title to the property involved in this acquisition, free of all restrictions on transfer or assignment and all encumbrances except for those that are set forth in Exhibit C that is attached and made a part of this Agreement.
(c) No proceedings, judgments, or liens are now pending or threatened against Ngen Technologies.
(d) Seller has complied with all applicable federal, state, and local statutes, laws, and regulations affecting Seller’s properties or the operation of Seller’s business, and he has received no notice of a violation or citation same from any governmental agencies.
(e) Seller has not contracted to sell, or pledge all or part of his business.
(f) Seller will, up to the date of closing, operate the Business in the usual and ordinary manner and will not enter into any contract except as may be required in the regular course of business.
(g) Seller shall not remove or cause to be removed any technology in the ordinary course of business.
(h) Seller has paid and until the date of closing will continue to pay all taxes, federal, state and local.
6 . Representations of Buyer. Buyer represents and warrants that:
(a) It is duly qualified under the laws of the State of Nevada to carry on the business as now owned and operated.
(b) It has the corporate authority to issue all shares involved in this transaction, free of all restrictions on transfer or assignment and all encumbrances.
(c) There are no proceedings, judgments, or liens are now pending or threatened except for those that are set forth in Exhibit D that is attached and made a part of this Agreement.
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(d) Buyer has complied with all applicable federal, state, and local statutes, laws, and SEC regulations affecting Buyer’s operation. Buyer has agreed that they will work diligently to become current in all SEC required filings, subject to the complete funding of the New Note, or other means to satisfy the costs of such filings.
(e) Buyer has not contracted to sell, or pledge any part of his business.
(f) Buyer will immediately after the closing remove all aspects of their current pizza business. The removal shall be conducted in the usual and ordinary manner through a spin out or other strategy as defined by the SEC rules and regulations.
(g) Buyer shall not pledge, cancel of remove any shares of company preferred or common stock prior to closing without Ngen Technologies approval.
(h) Buyer has paid and until the date of closing will continue to pay all taxes, federal, state and local.
7. Inspection of books and records. Seller shall have the right after the signing of the LOI to inspect or have inspected by a certified public accountant or other financial expert, the books and records of Buyer.
8 . Assumption of Liabilities.
(a) At time of closing, the Buyer agrees to assume certain contracts and purchase orders and liabilities that arise in the ordinary course of Seller’s business after the signing of this Agreement but before closing. The surviving entity shall assume and hereby agrees to be bound by all contracts between seller and any third person executed during the normal course of Seller’s business. Buyer shall not be liable for any of the obligations or liabilities of Seller of any kind and nature other than those specifically mentioned herein. The surviving entity will indemnify Seller against any and all liability under the contracts and obligations assumed hereunder, provided that Seller is not in default under any of such contracts or obligations at the date of closing.
(b) Seller shall continue to perform any contracts requiring performance between the date of this Agreement and the date of closing, and Seller agrees to indemnify and hold Buyer harmless against any liability or expense arising out of any breach of any contract prior to closing.
(c) The surviving entity shall indemnify and hold Seller harmless from any liability or expense arising from any contract entered into by Seller that is later assumed or performed by the surviving entity after the date of closing.
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9. Binding Agreement. This Agreement shall be binding upon the heirs, administrators, successors and assigns of the respective parties.
10. Entire Transaction. This Agreement and any associated documents represent the entire agreement between the parties, and there are no representations, warranties, covenants or conditions, except those specified herein or in accompanying instruments or documents.
11. Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties.
12. Survival of Terms . All covenants, warranties, and representations herein shall survive this Agreement and the closing date.
13. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors and assigns. Neither party may assign its rights or delegate its duties under this Agreement without the other party’s prior written consent.
14. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State of Texas for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.
15. Miscellaneous. References to gender herein are interchangeable and generic in all respects. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing.
16. Additional Provisions.
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IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first written above.
Signed this 28__ day of November, 2017.
SELLER
BUYER
By:
/s/ Clifford Rhee
By:
/s/ Ronald Heineman
Name:
Clifford Rhee
Name:
Ronald Heineman
Title:
Chairman
Title:
CEO
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