GREENFIELD FARMS FOOD, INC. (OTCMKTS:GRAS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 16, 2018, Greenfield Farms Food, Inc. (the “Company”)entered intoAsset Purchase Agreement (the “Agreement”) with Ngen Technologies USA, Corp., a Texas corporation (“Ngen”) and Ngen Technologies Korea, LTD. (“Nkor”). The Company, Ngen and Nkor are referred to as the Parties. to the Agreement, the parties agreed that the Company would purchase assets of Ngen related to Nkor’s design and manufacturing of proprietary 3D mobile display module for the smartphone and other telecom OEM’s. The 3D module once installed during the MCD or OLED manufacturing stage, allows the display of 3D content without the use of 3D glasses (the “NKOR Business”). In consideration for the purchase the Company issued $7 million promissory note (the “Note”) with a balloon maturity date of January 16, 2022. The Note carries a 5% per annum interest rate, with quarterly payments. Ngen and Nkor are controlled by our officers and directors.
The foregoing descriptions of the Agreement and the Note and the terms thereof are qualified in their entirety by the full text of such agreement, which is filed as Exhibit 10.1 and 10.2, respectively, to, and incorporated by reference in, this report.
On January 18, 2018, the Company issued a press release relating to the Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 2.01COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On January 16, 2018, the Company completed the acquisition of the assets of the Nkor Business (see Item 1.01). The Company, among other assets, purchased the proprietary technology, manufacturing know-how, customers, purchase orders, contracts, inventory, accounts receivable and fixed assets, in exchange for the issuance of the Note (see Item 1.01).
Item 8.01 OTHER EVENTS.
On January 12, 2018, the Board of Directors (the “Board”) of the Company approved a recapitalization of the Company’s common stock (the “Recapitalization”). The Board has authorized the Company thru June 30, 2018, to restructure the outstanding shares of common stock in a range, whereby, between 350 and 500 shares of common stock will be exchanged for 1 share of common stock. The Board also approved a reduction in the authorized shares of common stock from 6,450,000,000 to 250,000,000 at the time of the Recapitalization.
On December 19, 2017, a complaint (the “Complaint”) was filed against the Company and Ronald Heineman (“Heineman”) in the Superior Court of California, County of San Diego by Luke Zouvas (“Zouvas”) and Noho, Inc. (“Noho”). Heineman is the former CEO of the Company. Zouvas and Noho (the “Plaintiffs) filed the Complaint related to an Asset Purchase Agreement (the “APA”) and claim; misrepresentation, promise without intent to perform, rescission and injunctive relief. On December 22, 2017, the Plaintiff’s motion for a Temporary Restraining Order (“TRO”) was denied. On December 27, 2017, the case was moved to the United States District Court, Southern District of California, where once again, the Plaintiff’s motion for a TRO was denied on January 16, 2018.The Complaint references an APA entered into between Cherry Hill Financial, LLC a subsidiary of NOHO, Inc. and the Company. Closing obligations and conditions under the APA did not materialize resulting in the APA not closing.
On January 17, 2018, the Company issued a press release relating to the Recapitalization and Complaint. A copy of the press release is furnished herewith as Exhibit 99.2.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
Greenfield Farms Food, Inc. ExhibitEX-10.1 2 gras_ex101.htm ASSET PURCHASE AGREEMENT gras_101ex.htmEXHIBIT 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made this 16th day of January 2018,…To view the full exhibit click here
About GREENFIELD FARMS FOOD, INC. (OTCMKTS:GRAS)
Greenfield Farms Food, Inc., formerly Sweet Spot Games, Inc., through its subsidiary, Carmela’s Pizzeria CO, Inc., operates Carmela’s Pizzeria. As of December 31, 2015, Carmela’s Pizzeria had three Dayton, Ohio area locations offering authentic New York style pizza. Carmela’s Pizzeria offers a full service menu for dine in, carry out and delivery, as well as pizza buffets in select stores. As of December 31, 2015, the Company offered two restaurant concepts in its three Company owned restaurant locations, including a dining room menu consisting of a Carmela’s Pizzeria and a limited pizza buffet, alcohol and a Sports Grill, and a smaller Carmela’s Pizzeria with dining room, including limited pizza buffet, delivery and carryout, as well as a drive-thru in certain locations. In addition, its locations offer a Carmela’s Treats walk-up window offering ice cream style dessert treats, which are offered to both diners within the restaurant or patrons looking for dessert only offerings.