Enhance Skin Products Inc. (OTCMKTS:EHSK) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 – Completion of Acquisition or Disposition of Assets
On December 2, 2016, the Asset Purchase Agreement (the APA)
executed on October 1, 2016 between the Company, Integumen Inc.,
Integumen Limited, Donald Nicholson and Samuel Asculai was
completed. to the APA, the Company has sold to Integumen Inc.
substantially all of its assets and certain of its liabilities.
The Company received 2,632,868 ordinary shares in Integumen
Limited at a price of 1 per share. This comprised the total
consideration of 3,030,000 ($3,840,525)* less assumed liabilities
of 320,209 ($416,272) and the amount of 76,923 ($100,000) owing
under the secured promissory note issued by the Company to
Integumen on July 7, 2016.
The APA provides that 80 per cent of the Consideration Shares
should be issued on completion of the APA and the remaining 20
per cent. (subject to an adjustment depending on the value of the
assumed liabilities) should be issued within 30 days of Admission
of Integumen to AIM. However, prior to completion of the APA, the
parties to the APA agreed upon the adjustment to the number of
Consideration Shares to be issued to the Company by Integumen
Limited and, consequently at completion, the Company was issued
with 2,632,868 ordinary shares in full and final satisfaction of
the obligations of Integumen Limited and Integumen, Inc to
provide consideration to the Company for the acquisition of the
business assets.
Item 3.02 Unregistered Sales of Equity
Securities
As a result of completion of the APA, certain amounts owing to
Mercuriali Limited, Samuel Asculai, Drasko Puseljic and Frode
Botnevik became payable in shares of the Company and such shares
were issued on December 2, 2016 as more particularly set out
below.
The Company issued a total of 168,235,216 common shares to
Mercuriali Ltd. This issuance comprised of (a) the issuance of
8,826,595 common shares in conversion of $33,188 of debt at
$0.00376 per share under a Termination and Settlement Agreement
dated July 12, 2010; (b) the issuance of 50,094,947 common shares
in conversion of $188,357 of debt at $0.00376 per share under a
Loan Agreement dated March 4, 2013, as amended September 20,
2013, March 3, 2014, September 29, 2015, January 22, 2016 and
March 21, 2016 (the Loan Agreements); (c) the issuance of
71,232,222 common shares in conversion of $128,218 of debt at
$0.0018 per share under the Loan Agreements; (d) the issuance of
27,261,111 common shares in conversion of $49,070 of debt at
$0.0018 per share under a Consultancy Agreement dated March 5,
2013 as amended March 3, 2014, August 1, 2015, March 21, 2016,
and October 1, 2016 (the Mercuriali Consultancy Agreement); and
(e) the issuance of 10,820,340 common shares in conversion of
$110,029 of debt at $0.01017 under the Mercuriali Consultancy
Agreement.
The Company issued a total of 20,558,939 common shares to Samuel
Asculai. This issuance comprised of (a) the issuance of
16,333,333 common shares in conversion of $29,400 of debt at
$0.0018 per share under a Consultancy Agreement at dated March 5,
2013 as amended March 3, 2014, August 1, 2015, March 21, 2016,
and October 1, 2016 (the Asculai Consultancy Agreement); and (b)
the issuance of 4,225,606 common shares in conversion of $42,969
of debt at $0.01017 per share under the Asculai Consultancy
Agreement.
The Company issued a total of 31,213,859 common shares to Drasko
Puseljic. This issuance comprised of (a) the issuance of
10,654,920 common shares in conversion of $40,062 of debt at
$0.00376 per share under a Termination Agreement dated March 5,
2013; (b) the issuance of 16,333,333 common shares in conversion
of $29,400 of debt at $0.0018 per share under an Employment
Agreement dated March 5, 2013 as amended March 3, 2014, August 1,
2015, March 21, 2016, and October 1, 2016 (the Puseljic
Employment Agreement); and (c) the issuance of 4,225,606 common
shares in conversion of $42,969 of debt at $0.01017 per share
under the Puseljic Employment Agreement.
The Company issued a total of 2,447,458 common shares to Frode
Botnevik. This issuance comprised of (a) the issuance of
1,944,444 common shares in conversion of $3,500 of debt at
$0.0018 per share under a Directors Service Agreement dated
August 1, 2015 as amended March 21, 2016 and October 1, 2016 (the
Botnevik Services Agreement); and (b) the issuance of 503,013
common shares in conversion of $5,115 of debt at $0.01017 per
share under the Botnevik Services Agreement.
The sale of all the securities set out above was made in reliance
on the exemption from registration provided by Section 4(2) of
the Securities Act of 1933.
The conversion price of $0.01017 is based on the estimated value
of the consideration attributable to equity shareholders on a
fully diluted basis in pounds sterling translated into US dollars
at the closing sterling/dollar interbank rate on October 19,
2016. This price is subject to change based on any adjustments
under the APA and the exchange rate at completion. Any
adjustments to the number of shares to be issued will be made to
the number of shares to be issued to related parties under the
consultancy, employment and service agreements for services
rendered after October 20, 2016.
On conversion of the above advances Mercuriali Limited and Dr.
Asculai released all security held over all the assets of the
Company as required by the APA.
*The UK Pound Sterling () amount of the total consideration
amount have been converted into US dollars at the closing US$/
sterling interbank spot rate on December 2, 2016 of 1.2675 for
the convenience of readers.
The foregoing description of APA and the conversions does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the APA, and the amendments to
the Consulting Agreements, Employment Agreement and Services
Agreement which were filed as Exhibits 10.1, 10.2, 10.3, 10.4 and
10.5 to the Companys Current Report on Form 8-K filed on October
5, 2016 and Schedule 14C Information Statement filed October 31,
2016 all of which are incorporated herein by reference.
About Enhance Skin Products Inc. (OTCMKTS:EHSK)
Enhance Skin Products, Inc., formerly Zeezoo Software Corp., is a developer of cosmetic and cosmeceutical products. The Company offers its products under the Visible Youth trademark. Its Visible Youth skin care line utilizes medical-grade hyaluronic acid (hyaluronan or HA) of specific molecular size to deliver hydration to the skin. Its Visible Youth skin care line has products, including Visible Youth Revitalizing Skin Formula, which is a serum for topical treatment of all areas of the face and neck; Visible Youth Revitalizing Eye Zone Gel, which is used for the skin around the eye area; Visible Youth Revitalizing Moisturizer, which delivers hydrating nutrition to the skin and neck; Visible Youth Revitalizing Cleanser, a non-soap and non-alkaline gel; Visible Youth Healing Complex, which is a formulation of hyaluronic acid and bioactive glass, and Visible Youth Healing Complex Plus 3% Lidocaine, which is designed for application to skin after a professional skin-resurfacing procedure. Enhance Skin Products Inc. (OTCMKTS:EHSK) Recent Trading Information
Enhance Skin Products Inc. (OTCMKTS:EHSK) closed its last trading session 00.00000 at 0.00400 with 95,000 shares trading hands.