Avalanche International Corp. (OTCMKTS:AVLP) Files An 8-K Entry into a Material Definitive Agreement

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Avalanche International Corp. (OTCMKTS:AVLP) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01

As reported on a Current Report on Form 8-K (the “Initial 8-K”) filed with the Securities and Exchange Commission on March 9, 2017, on March 3, 2017, Avalanche International Corp., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Agreement”) with MTIX Limited, an English company (the “MTIX”) and the three (3) shareholders of MTIX (individually, a “Seller” and collectively, the “Sellers”).

On July 13, 2017, the Company, MTIX and the Sellers (collectively, the “Parties”) entered into the Amendment to the Share Exchange Agreement (the “Amendment”) which amended the Agreement to: (i) include the Class B Shares issuable to Mr. Mistry as part of the consideration for his agreement to enter into the Exchange; extend certain closing dates; (iii) memorialize that certain cash payments to be made by the Company to the Sellers called for by the Agreements have been made; (iv) and certain other matters.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.The Amendment has been included to provide investors and stockholders with information regarding its terms.It is not intended to provide any other factual information about the Company, MTIX or the Sellers. The foregoing does not purport to be a complete description of the Amendment and is qualified in its entirety by reference to the full text of the Amendment.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits:

Exhibit No.

Description

2.1

Amendment to the Share Exchange Agreement by and among Avalanche International Corp., MTIX, Ltd. and the Sellers signatories thereto dated as of July 13, 2017. (The schedules and certain exhibits to the Agreement are omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit).

Where You Can Find Additional Information

The Company will file with the Commission a Current Report on Form 8-K (the “Closing 8-K”) in connection with the Closing.WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE CLOSING 8-K AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about the Company and MTIX.Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the Commission’s website, www.sec.gov.Security holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549.Please call the Commission at 1-800-SEC-0330 or visit the Commission’s website for further information on its public reference room.


AVALANCHE INTERNATIONAL, CORP. Exhibit
EX-2.1 2 ex2_1.htm EXHIBIT 2.1 Exhibit 2.1 Amendment to the Share Exchange Agreement This Amendment (the “Amendment”) to a certain Share Exchange Agreement dated March 3,…
To view the full exhibit click here

About Avalanche International Corp. (OTCMKTS:AVLP)

Avalanche International, Corp. is a holding company. The Company holds interests in Smith and Ramsay Brands, LLC (SRB). SRB is a manufacturer and distributor of flavored liquids for electronic vaporizers and e-Cigarettes and distributor of vape accessories. SRB manufactures its signature brand of eLiquid, Smith and Ramsay, a line that features all natural flavors produced in the United States. Its Puff Systems business unit is focused on the manufacturing and distribution of vape devices, including pens and vape accessories. Its signature line of vape liquid will focus on the Vape store and traditional smoke shop markets. Its other brand product line and offerings will focus on the convenience store and gas station marketplace. Additional products within these brand lines, as well as external to these lines, will focus on combination hardware/liquid market that includes disposable devices with preloaded liquid, and/or preloaded cartridges for use in specific types of devices.

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