$FRLF On July 26, 2018, Freedom Leaf Inc., a Nevada corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Agreement ”) with Mark Rosales, Marc Vitorillo and Quantum Capital Group, LLC (collectively the “ Sellers ”), to purchase 100% of the membership interests of Tierra Science Global, LLC (“ Tierra Science Global ”), a nutraceutical business operated by the Sellers, for a purchase price consisting of 2,000,000 shares of the Company’s common stock (the “ FRLF Shares ”), and entering into employment agreements at closing with Mr. Rosales and Mr. Vitorillo, and with closing scheduled for August 1, 2018.
On August 1, 2018, the Company closed on the acquisition of Tierra Science Global and authorized the issuance of the FRLF Shares to the Sellers. In connection with the closing, the Company entered into employment agreements with Mr. Rosales and Mr. Vitorillo, employing each of them as managers of Tierra Science Global with a monthly salary equal to the greater of $2,000 or 2.5% of Tierra Science Global’s prior month’s gross margin, and with $25,000 in additional incentive stock compensation due to each of them for each $500,000 in cumulative net profit earned by Tierra Science Global after closing, valued based on the 5-day volume-weighted average price of the Company’s stock at such time.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 2.1 to, and incorporated by reference in, this report.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure in Item 1.01 above is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities.
The description of the issuance of the FRLF Shares to the Sellers set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The issuance of the FRLF Shares will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the issuance will not involve a public offering.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company will file any financial statements required by this Item not later than 71 days after August 7, 2018.
(b) Pro Forma Financial Information.
The Company will file any financial statements required by this Item not later than 71 days after August 7, 2018.
(d) Exhibits:
Exhibit No. Description
2.1 Securities Purchase Agreement dated July 26, 2018
On August 1, 2018, the Company closed on the acquisition of Tierra Science Global and authorized the issuance of the FRLF Shares to the Sellers. In connection with the closing, the Company entered into employment agreements with Mr. Rosales and Mr. Vitorillo, employing each of them as managers of Tierra Science Global with a monthly salary equal to the greater of $2,000 or 2.5% of Tierra Science Global’s prior month’s gross margin, and with $25,000 in additional incentive stock compensation due to each of them for each $500,000 in cumulative net profit earned by Tierra Science Global after closing, valued based on the 5-day volume-weighted average price of the Company’s stock at such time.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 2.1 to, and incorporated by reference in, this report.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure in Item 1.01 above is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities.
The description of the issuance of the FRLF Shares to the Sellers set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The issuance of the FRLF Shares will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the issuance will not involve a public offering.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company will file any financial statements required by this Item not later than 71 days after August 7, 2018.
(b) Pro Forma Financial Information.
The Company will file any financial statements required by this Item not later than 71 days after August 7, 2018.
(d) Exhibits:
Exhibit No. Description
2.1 Securities Purchase Agreement dated July 26, 2018
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