EXOLIFESTYLE, INC. (OTCMKTS:EXOL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On January 10, 2017, EXOLife>
Ms. McComb is a party to an Employment Agreement by and between
Ms. McComb and EXO:EXO, Inc. (EXO), a subsidiary of the Company
(the Employment Agreement). In the event that either (i) Ms.
McCombs employment with EXO is terminated by EXO for Cause (as
defined in the Employment Agreement) or (i) Ms. McCombs
employment with EXO is terminated by Ms. McComb without Good
Reason (as defined in the Employment Agreement), then the option,
to the extent not already vested as of the date of such
termination of employment, will immediately be forfeited. In the
event that Ms. McCombs employment is changed to be by the Company
or another subsidiary of the Company following date of the Option
Agreement, the forfeiture provisions above will be deemed
automatically modified to replace EXO with the Company or such
other subsidiary, as applicable.
The foregoing description is qualified in its entirety by
reference to the Option Agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated into this Current
Report on Form 8-K by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01 to this Current
Report on Form 8-K is hereby incorporated by referenced into this
Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities |
The disclosure set forth above under Item 1.01 to this Current
Report on Form 8-K is hereby incorporated by referenced into this
Item 3.02.
On January 10, 2017, the Company issued to each of Randy Romano,
the Companys President, and Vaughan Dugan, the Companys Chief
Executive Officer, 5,000,000 shares of Series A Preferred Stock
of the Company (the Series A Stock) in return for the payment to
the Company from each of Randy Romano and Vaughan Dugan of
$500.00.
On December 28, 2016, a holder of a convertible note payable of
the Company with an outstanding principal balance of $7,773.60
converted $4,000.00 of the note into 2,601,626 shares of our
common stock.
The Company issued the securities to the noteholder, Ms. McComb,
Mr. Romano and Mr. Dugan in reliance upon exemptions from
registration provided by the Securities Act of 1933, as amended.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
On January 5, 2017, the Company filed an amendment to its
Articles of Incorporation (the Amendment) with the Secretary of
State of the State of Nevada to increase the number of authorized
shares of Series A Stock from 2,000,000 shares to 12,000,000
shares. The Amendment and its filing were approved by the
Companys board of directors on January 3, 2017. to the provisions
of the Articles of Incorporation of the Company, the Amendment
does not require the approval of, or any vote of, the Companys
shareholders.
The other terms, conditions and designations of the Series A
Stock did not change.
The foregoing description of the Amendment is qualified in its
entirety by reference to the Amendment, which is filed as Exhibit
3.1 hereto and incorporated herein by reference.
| Item 5.03. |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The disclosure set forth in Item 3.03 is incorporated herein by
reference.
|
– – |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 3.1 |
Certificate of Amendment to Articles of Incorporation, as filed with the Secretary of State of Nevada on January 5, 2017. |
|
| 10.1 |
Option Agreement, dated as of January 10, 2017, by and between EXOLife> |
|
– – |
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. EXOLIFESTYLE, INC. (OTCMKTS:EXOL) Recent Trading Information
EXOLIFESTYLE, INC. (OTCMKTS:EXOL) closed its last trading session 00.0000 at 0.0120 with 165,548 shares trading hands.
