Concierge Technologies, Inc. (OTCMKTS:CNCG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On October 18, 2017, Concierge Technologies, Inc., a Nevada Corporation (“Concierge”), through its wholly owned subsidiary Kahnalytics, Inc. (“Kahnalytics”), a California corporation, entered into an Asset Purchase Agreement (the “Agreement”) with The Original Sprout, LLC, a California limited liability company (“Original Sprout”) and the members of Original Sprout (the “Sellers”) whereby Kahnalytics agreed to purchase all rights, title and interest in the assets and business of Original Sprout, which engages in the manufacture and sale of organic, non-toxic, all natural hair care, bath, skin, and styling products (the “Original Sprout Assets”) in exchange for three million six hundred nineteen thousand four hundred and fifteen dollars ($3,619,415) (the “Purchase Price”), subject to certain downward adjustments as set forth in the Agreement. To ensure the performance of Kahnalytics’ financial responsibilities under the terms of the Agreement, currently with the execution of the Agreement, Concierge agreed to make a loan to Kahnalytics of up to three million seven hundred fifty thousand dollars ($3,750,000) at 0% interest with no maturity date to be used for the Purchase Price. Furthermore, Concierge has further agreed to provide a corporate guarantee on a promissory note to Original Sprout guaranteeing the Final Payment of up to $1,250,000 (or such lesser amount remaining of the Purchase Price), which shall be paid to the Sellers within five days after January 1, 2019.
All defined terms not otherwise defined herein shall have the meaning as set forth in the Agreement which is attached hereto as Exhibit 10.1 and incorporated herein by this reference. The Agreement contains customary representations, warranties, covenants and indemnification provisions. The Agreement is subject to closing conditions as set forth in Article III and Article VII of the Agreement (the “Closing Conditions”)
The Closing shall commence no earlier than November 18th, 2017 and no later than: (i) 10:00 am PST on the 7th Business Day (or such other day as Kahnalytics and the Sellers shall agree) following the satisfaction or waiver of the Closing Conditions, or (ii) December 31, 2017, whichever is sooner.
There is no guarantee that the Closing of the Agreement will occur either as provided for in the Agreement or at all. There is no guarantee that either the Kahnalytics or Original Sprout will fulfill all conditions to Closing and that if not fulfilled, that either party will waive the outstanding condition to Closing.
The foregoing description of the Agreement is not complete and is subject to and qualified in its entirety by reference to the Agreement within Exhibit 10.1 which is attached hereto and incorporated herein by this reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.
| Item 8.01 | Financial Statements and Exhibits |
On October 19, 2017, the Company issued a press release announcing its entry into the Agreement. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
CONCIERGE TECHNOLOGIES INC ExhibitEX-10.1 2 tv477371_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between The Original Sprout,…To view the full exhibit click here
About Concierge Technologies, Inc. (OTCMKTS:CNCG)
Concierge Technologies, Inc., through its subsidiaries, is engaged in capturing and presenting data from vehicle-mounted camera devices equipped for live-streaming; manufacturing and distributing New Zealand meat pies on a commercial scale, and selling and installing commercial and residential alarm monitoring systems. The Company’s three geographical segments include the United States, New Zealand and Canada. The United States segment includes the gathering of live-streaming video recording data displayed online. The New Zealand segment includes the production, packaging and distribution on a commercial scale of gourmet meat pies and related bakery confections. The Canada segment includes security alarm system installation and monitoring. Its subsidiaries include Kahnalytics Inc., Gourmet Foods Ltd and Brigadier Security Systems. Its operations in Canada include security alarm system installation and monitoring sold through its subsidiary Brigadier Security Systems.
