EXOlifestyle, Inc. (OTCMKTS:EXOL) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On August 17, 2017, EXOlife>
| ● | The holders of Series 1-A Preferred shares of SPPC shall receive exactly 0.9764 share of newly designated Series B Preferred Shares (the “EXOL Series B Shares” described in Item 5.03 below) in exchange for each share of Series 1-A Preferred of SPPC. The EXOL Series B Preferred Shares shall automatically convert at a rate of 30.8565 of common shares for each share of EXOL Series B Preferred Share upon the effectiveness of a reverse stock split of 50:1, which the Board of Directors has recommended to the shareholders. The Series B Preferred Share have voting rights equal to the aggregate common shares upon conversion. |
| ● | The holders of the Series B Preferred Shares of SPPC shall each receive 1 share of the newly designated Series C Preferred Shares of the Company in exchange for each share of the Series B Preferred Shares of SPPC (described in Section 5.03 below). EXOL Series C Preferred Shares have not voting rights and shall automatically redeem 24 months from issuance. |
| ● | The holders of common shares of SPPC shall each receive 8.83 shares of common stock of EXOL in exchange for each share of SPPC common stock for a total of 284,248,605 shares. |
The closing of the Agreement was further conditioned upon the following:
| ● | Randy Romano, current Director of the Company, agreed to exchange all outstanding warrants held by Mr. Romano for 11,685 shares of the newly designated Series B Preferred stock described herein. |
| ● | Vaughan Dugan, current Director of the Company, agreed to exchange all outstanding warrants held by Mr. Dugan for 11,964 shares of the newly designation Series B Preferred stock described herein. |
| ● | Within 15 days of closing of the Agreement, Mr. Nicholas Campanella, Director and CEO of SPPC, shall enter into a settlement of certain debts owed by SPPC to Mr. Campanella in exchange for a profit sharing arrangement, final terms to be determined. |
| ● | Upon closing, Randy Romano and Vaughan Dugan shall resign as Directors of the Company and the following persons shall be appointed to the Board of Directors. More detail on the incoming board of directors is provided under Item 5.02, below |
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| Party | Position |
| Nicholas Campanella | Director, CEO, President |
| Gregory Rodman | Director |
| Vincent Randanzzo | Director |
| Sumair Mitroo | Director |
| William Singer | Director |
Upon closing of the Agreement, SPPC will become a wholly owned subsidiary of the Company.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1, and incorporated by reference.
Section 3 – Securities and Trading Markets.
Item 3.02 Unregistered Sales of Equity Securities.
On August 17, 2017, the Company agreed to issue to 1,000,000 shares of Series B Preferred stock, 200,000 shares of Series C Preferred stock and 284,215,420 shares of common stock to the respective shareholders of Sun Pacific Power Corp. as set forth in Item 1.01 above under the terms of the Agreement in exchange for services. No issuance has been registered with the Commission.
The shares of Common Stock referenced herein will be issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3.03 Material Modification of Rights of Security Holders
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In anticipation of closing the Agreement as described in Item 1.01 above, on August 11, 2017, the Board of Directors designated two series of preferred shares which was duly filed with the state of Nevada. Specifically, the Board of Directors designated 1,000,000 shares of Series B Preferred stock, par value $0.001. The Series B Preferred stock shall automatically convert into common stock at a rate of 30.8565 of common shares for each share of EXOL Series B Preferred Share upon the effectiveness of a reverse stock split of 50:1, which the Board of Directors has recommended to the shareholders. The Series B Preferred Share have voting rights equal to the aggregate common shares upon conversion. The Board of Directors further designated 500,000 shares of Series C Preferred stock, par value $0.001. The Series C Preferred stock have no conversion or voting rights, but shall pay an annual dividend in the amount of $0.125 per year, for a total of$0.25, over an eighteen (18) month term, from the date of issuance (the “Commencement Date. Dividend payments shall be payable as follows: (i) dividend in the amount of$0.0625 per share of Series C Preferred Stock at the end of each of the third quarter and fourth quarter of the first twelve (12) months of the twenty-four (24) month period after the Commencement Date; and (ii) dividend in the amount of $0.03125 per share of Series C Preferred Stock at the end of each of the four quarters of the second twelve (12) months of the twenty-four (24) month period after the Commencement Date. The source of payment of the dividends will be derived from up to thirty-five percent (35%) of net revenues (‘‘Net Revenues”) from the Street Furniture Division of the Corporation following the seventh (7th) month after the Commencement Date.
The designation did not make any material changes to the Company’s existing Articles of Incorporation other than incorporating the amendments described above.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 3.1, and incorporated by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 3.1 | Designation of Series B and Series C Preferred Stock filed with the state of Nevada on August 11, 2017 | |
| 10.1 | The Acquisition Agreement between the Company and Sun Pacific Power Corp., dated August 16, 2017 |
EXOlifestyle, Inc. ExhibitEX-3.1 2 ex3-1.htm EXOLIFESTYLE,…To view the full exhibit click here
About EXOlifestyle, Inc. (OTCMKTS:EXOL)
EXOlifestyle, Inc., formerly PF Hospitality Group, Inc., is a management firm, which creates, cultivates and operates a range of lifestyle brands within the restaurant and retail industries. The Company focuses on consumer food service concepts that are founded on a franchised and multi-unit business model in the retail, fast-casual and casual restaurant sector. The Company is the creator and advisor organization of the all-natural and organic pizza franchise, Pizza Fusion. The Company focuses on its consumer active wear products business. The Company designs and produces active wear brands featuring its flagship products, which include the Exosleeve, a compression knee sleeve and other active wear products that are utilized in functional athletic fitness, powerlifting, Olympic weightlifting, endurance training, boot camps, circuit training programs, and strength training protocols. The Company’s products are also sold by online retailers.