CHERUBIM INTERESTS, INC. (OTCMKTS:CHIT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
On March 28, 2017, Cherubim Interests, Inc., a Nevada Corporation (the “Company”) entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Northbridge Financial, Inc., a Delaware corporation (“Northbridge”), to which the Company agreed to issue common stock to Northbridge in exchange for the settlement of certain outstanding debts of the Company in the principal and interest amount of $132,807.98 (the “Settlement Amount”) of past-due obligations and accounts payable of the Company. Northbridge purchased the obligations and accounts payable from certain vendors of the Company as described below.
On March 28, 2017, the Circuit Court of the Twelfth Judicial District in and for Sarasota County, Florida (the “District Court”), entered an order (the “Northbridge Order”) approving, among other things, the fairness of the terms and conditions of an exchange to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a stipulation of settlement, to the Settlement Agreement between the Company and Northbridge, in the matter entitled Northbridge Financial, Inc., a Delaware corporation vs. Cherubim Interests, Inc., a Nevada corporation (the “Northbridge Action”). Northbridge commenced the Northbridge Action against the Company to recover certain past-due obligations and accounts payable of the Company in the principal and interest amount of $132,807.98 (the “Northbridge Claim”), which Northbridge had purchased from certain vendors of the Company to the terms of separate receivable purchase agreements between Northbridge and such vendors. The Northbridge Order provides for the full and final settlement of the Northbridge Claim and the Northbridge Action. The Settlement Agreement became effective and binding upon the Company and Northbridge upon execution of the Northbridge Order by the District Court on March __, 2017.
to the terms of the Settlement Agreement approved by the Northbridge Order, on March 28, 2017, the Company agreed to issue to Northbridge shares (the “Northbridge Settlement Shares”) of the Company’s common stock, $0.00001 par value (the “Common Stock”). The Settlement Agreement provides that the Northbridge Settlement Shares will be issued in one or more tranches, as necessary, sufficient to satisfy the Northbridge Settlement Amount through the issuance of freely trading securities issued to Section 3(a)(10) of the Securities Act. to the Settlement Agreement, Northbridge may deliver a request to the Company which states the dollar amount (designated in U.S. Dollars) of Common Stock to be issued to Northbridge (the “Northbridge Share Request”). The parties agree that the total amount of Common Stock to be delivered by the Company to satisfy the Northbridge Share Request shall be issued at fifty percent (50%) of the closing price of the common stock for the twenty (20) day trading period preceding the share request. Additional tranche requests shall be made as requested by Northbridge until the Northbridge Settlement Amount is paid in full.
The Settlement Agreement provides that in no event shall the number of shares of Common Stock issued to Northbridge or its designee in connection with the Settlement Agreement, when aggregated with all other shares of Common Stock then beneficially owned by Northbridge and its affiliates (as calculated to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder), result in the beneficial ownership by Northbridge and its affiliates (as calculated to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 4.99% of the Common Stock.
The Company has initially reserved 1,220,000,000 shares of Common Stock to provide for issuances upon full satisfaction of the Settlement Amount.
The description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosures set forth under Item 1.01 of this Current Report, with disclosures incorporated herein by reference.
The issuances of Common Stock to the terms of the Settlement Agreement, approved by the Northbridge Order, are exempt from the registration requirements of the Securities Act to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuances are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
10.1
Settlement Agreement with Northbridge Financial, Inc.
About CHERUBIM INTERESTS, INC. (OTCMKTS:CHIT)
Cherubim Interests Inc., formerly Falcon Crest Energy Inc., is a development-stage company that is focused on alternative, commercial, single and multifamily dwelling opportunities for the purpose of investment purchase. It also provides renovation services to third party multifamily dwelling unit owners on a turn-key basis. The Company specializes in covering the entire spectrum of development, including due diligence, acquisition, planning, construction, renovation and property management. The Company had not generated any revenues. The Company previously operated in the oil and gas industry, focused on the exploration for and development of oil and gas properties. CHERUBIM INTERESTS, INC. (OTCMKTS:CHIT) Recent Trading Information
CHERUBIM INTERESTS, INC. (OTCMKTS:CHIT) closed its last trading session 00.00000 at 0.00080 with 34,423,296 shares trading hands.