8-K filed: Item 1.01 Entry Into a Material Defi
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Posted On: 06/25/2021 12:42:15 PM
8-K filed:
Item 1.01 Entry Into a Material Definitive Agreement
On June 8, 2021, we entered into a Trademark License Agreement with Option to Purchase (the “Agreement”) with AGS Labs, Inc. (“AGS”). Under the Agreement, we acquired a worldwide, exclusive, and non-transferrable right to use the “Great Choice” trademark and to produce the “Great Choice Electrolyte Solution,” “Great Choice Medicated Chest Rub,” and “Great Choice Infant Rub” products. The term of the Agreement runs through June 8, 2022. In consideration for the license, we are required to pay AGS a royalty payment equal to the greater of: (1) $10,000 per month; or (2) 7% of the amount our gross sales of the licensed products from the preceding month. As additional consideration, we agreed to issue 2,000,000 shares of our common stock to the designees of AGS.
Under the Agreement, we also have an option to purchase the “Great Choice” trademark and all rights to the associated licensed products from AGS. The option must be exercised by May 31, 2022. In the event we exercise the purchase option, the purchase price will be $308,000, plus an additional amount to be agreed for inventory and components related to the licensed products. All royalty payments paid during the term of the Agreement will be credited toward the $308,000 purchase price.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
The 2,000,000 shares of common stock to be issued in connection with the Agreement, as described above, were issued in a private transaction to two designees of AGS. We did not engage in any general solicitation or advertising in connection with these issuances. Accordingly, the stock issuances as described above were exempt from registration under Section 4(a)(2) of the Securities Act.
https://www.sec.gov/Archives/edgar/data/16708...rmhb8k.htm
Item 1.01 Entry Into a Material Definitive Agreement
On June 8, 2021, we entered into a Trademark License Agreement with Option to Purchase (the “Agreement”) with AGS Labs, Inc. (“AGS”). Under the Agreement, we acquired a worldwide, exclusive, and non-transferrable right to use the “Great Choice” trademark and to produce the “Great Choice Electrolyte Solution,” “Great Choice Medicated Chest Rub,” and “Great Choice Infant Rub” products. The term of the Agreement runs through June 8, 2022. In consideration for the license, we are required to pay AGS a royalty payment equal to the greater of: (1) $10,000 per month; or (2) 7% of the amount our gross sales of the licensed products from the preceding month. As additional consideration, we agreed to issue 2,000,000 shares of our common stock to the designees of AGS.
Under the Agreement, we also have an option to purchase the “Great Choice” trademark and all rights to the associated licensed products from AGS. The option must be exercised by May 31, 2022. In the event we exercise the purchase option, the purchase price will be $308,000, plus an additional amount to be agreed for inventory and components related to the licensed products. All royalty payments paid during the term of the Agreement will be credited toward the $308,000 purchase price.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
The 2,000,000 shares of common stock to be issued in connection with the Agreement, as described above, were issued in a private transaction to two designees of AGS. We did not engage in any general solicitation or advertising in connection with these issuances. Accordingly, the stock issuances as described above were exempt from registration under Section 4(a)(2) of the Securities Act.
https://www.sec.gov/Archives/edgar/data/16708...rmhb8k.htm
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