ACOLOGY, INC. (OTCMKTS:ACOL) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets
On April 26, 2018, the Registrant entered into an Asset Purchase Agreement, dated as of April 16, 2018, by and the Registrant and Mark Hainbach (the “APA”), whereunder, among other things, the Registrant agreed to acquire from Mr. Hainbach and certain entities that he controls, and Mr. Hainbach agreed to sell, assign and transfer to the Registrant, and to cause these entities to sell assign and transfer to the Registrant, certain patents and patent applications, a trademark and an internet domain in consideration of the delivery to him of 263,125,164 shares of the Registrant’s common stock (the “Shares”). The transactions and their consequences for the Registrant are more fully described in the Registrant’s Current Report on Form 8-K filed with the Commission on May 3, 2018 (the “May 3 Form 8-K”) and are incorporated herein by reference.
On June 8, 2018, the Asset Purchase Agreement was amended to change certain instruments to be delivered at the closing of the APA because the United States Patent US 8,695,906 B2, which was to be purchased to the APA, had been reissued.
On June 8, 2018, the closing under the amended APA occurred and the instruments required to be delivered thereunder were delivered. Among these instruments were an Escrow Agreement, dated June 8, 2018, by and among the Registrant, Mr. Hainbach and Escrow, LLC and a Production Contract, dated June 8, 2018, between the Registrant and Polymation, LLC, an entity controlled by Mr. Hainbach. The provisions of the Escrow Agreement and the Production Contract are described in the May 3 Form 8-K and are incorporated herein by reference. Copies of these instruments are filed with this report and are incorporated herein by reference, and their descriptions set forth above are qualified in its entirety by such reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
d. Exhibits
| Exhibit | Description | Method of Filing |
| 10.1 | Amendment of Asset Purchase Agreement, dated as of June 8, 2018, by and between the Registrant and Mark Hainbach | Filed herewith |
| 10.2 | Escrow Agreement, dated June 8, 2018, by and among the Registrant, Mark Hainbach and Escrow, LLC | Filed herewith |
| 10.3 | Production Contract, dated June 8, 2018, by and between the Registrant and Polymation, LLC | Filed herewith |
Acology Inc. ExhibitEX-10.1 2 f2sacol8k061518ex10_1.htm AMENDMENT OF ASSET PURCHASE AGREEMENT This Amendment of Asset Purchase Agreement,…To view the full exhibit click here
About ACOLOGY, INC. (OTCMKTS:ACOL)
Acology, Inc. is a holding company. The Company, through its subsidiary, D&C Distributors LLC, is engaged in designing, manufacturing, branding and selling plastic medical grade containers. The Company’s plastic medical grade containers can store pharmaceuticals, herbs, teas, and other solids or liquids, and also grinds solids and shred herbs. Through its subsidiary, D&C Printing LLC, it is engaged in the business of private labeling and branding for purchasers of containers and other products. It markets directly to businesses through its phone room, to the retail public through Internet sales and, and to wholesalers and other businesses reselling its products to other businesses and end users. Its Medtainer stores herbs and herbal remedies, medicines, coffee and teas, wines and liquors, foods, and other solids and liquids without cross-contamination. The Medtainer is manufactured from medical-grade polypropylene resin, and is air and water-tight, non-porous and non-leaching.
