GREENFIELD FARMS FOOD, INC. (OTCMKTS:GRAS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Acquisition of Ngen Technologies USA Corp.
Effective June 26, 2019, Greenfield Farms Food, Inc. (“we,” “us,” “our,” “GRAS,” or the “Company”) entered into and completed a share exchange agreement (the “Share Exchange Agreement”) with Ngen Technologies USA Corp., a Texas corporation (“NGEN”), the common stock shareholders of NGEN (the “NGEN Shareholders”) and Clifford Rhee (“Rhee”) and Edward Carter (“Carter”), whereby Rhee and Carter, prior to the Share Exchange Agreement, were each the holder of 500 shares of our Series E Preferred Stock. to the terms of the Share Exchange Agreement, the NGEN Shareholders transferred and exchanged 50% of the common stock of NGEN in exchange for the allocation of the 1,000 shares of the Series E Preferred Stock (the “Share Exchange”). There were no new shares issued in the Share Exchange Agreement. The NGEN Shareholders, as a group, own 50% of the Series E Preferred Stock and our executive officers and directors, as a group, now own 990 of our Series E Preferred Stock representing 99% of our issued and outstanding shares of Series E Preferred Stock. The Series E Preferred Stock is convertible into 85% of our common stock under certain terms and conditions. Upon completion of the share exchange to the Share Exchange Agreement, NGEN became our wholly owned subsidiary.
Ngen, through its’ wholly owned subsidiary NGEN Technologies Korea, invents designs and develops innovative technologies and owns or licenses over 30 patents. Current products include state-of-art automotive muffler/silencer technologies and proprietary 3D mobile display module for smart phones and other telecommunication original equipment manufacturers. Ngen engages in the business of 3D technologies including automotive, mobile and display.
Convertible Promissory Note with Carebourn LLC
On June 28, 2019, we sold Carebourn LLC, a Delaware limited partnership (“Carebourn”) a convertible promissory note in the principal amount of $1,436,128 (the “Note”), to a Securities Purchase Agreement we entered into with them dated June 28, 2019. The Note bears interest at the rate of 10% per annum and principal is due and payable on June 28, 2020. Interest payments of $143,613 are due on or before September 30, 2019, December 31, 2109, March 31, 2020 and June 28, 2010. We paid $100,195 to cover Carebourn’s transactional expenses and $33,007 was paid directly to professional service providers for past due accounting and auditing fees, which were included in the principal amount of the Note.
The Note provides for standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. Additionally, upon the occurrence of certain defaults, as described in the Note, we are required to pay Carebourn liquidated damages in addition to the amount owed under the Note.
The principal amount of the Note and all accrued interest thereon is convertible at the option of the holder thereof into our common stock at any time beginning October 1, 2019. The conversion price of the Note is equal to 58% of the lowest price quoted on the OTC Markets for the Company’s common stock during the 30 trading days prior to the conversion date. The conversion price of the Notes is subject to proportional adjustment in the event of stock splits, stock dividends, rights offerings by us relating to our securities or the securities of any our subsidiaries, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. Additionally, in the event our shares are not deliverable via DWAC following conversion an additional 10% discount is added to the conversion discount of the note and in the event, we fail to meet certain other requirements of the note, an additional 5% discount is added to the conversion discount of the conversion price.
In the event we fail to deliver the shares of common stock issuable upon conversion of the Note within three business days of our receipt of a conversion notice, we are required to pay Carebourn $2,000 per day for each day that we fail to deliver such shares.
At no time may the Note be converted into shares of our common stock if such conversion would result in Carebourn and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock. This ownership limitation can be increased or decreased by the holder upon 61 days’ notice to us.
We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment.
The disclosures above in Item 1.01, below the heading “Convertible Promissory Note with Carebourn LLC.”, are incorporated by reference in this Item 2.03 in their entirety.
The disclosures above in Item 1.01 are incorporated by reference in this Item 3.02 in their entirety.
The shares of the Company’s common stock allocated in connection with the Share Exchange Agreement and previously issued and the shares of common stock issuable upon conversion of the Note were not registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon an exemption from registration provided by Section 4(a)(2) under the Securities Act in a transaction not involving a public offering or distribution. The shares allocated to the NGEN Shareholders and upon conversion of the Note may not be transferred or sold absent registration under the Securities Act or an applicable exemption therefrom.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
Executive Officer and Director Resignations and Appointments
On November 9, 2018, Rhee resigned from his position as Interim Chief Financial Officer as well as the Chairman of the Board of Directors (the “Board”) of the Company. Also, on November 9, 2018, Mr. Jason Koo resigned from his position as Chief Executive Officer of the Company.
On June 21, 2019, the Board appointed Mr. Rhee to the Board as well as named Mr. Rhee the Chief Executive Officer of the Company. The Board is now comprised of Mr. Carter and Mr. Rhee.
Background
From July 2005 Mr. Rhee has been the President and Chief Executive Officer of Ngen Technologies USA Corp. The Company had previously acquired certain technology assets from Ngen on January 4, 2018 and January 18, 2018, respectively, and on June 26, 2019, the Company acquired Ngen to the Share Exchange Agreement referenced above. Mr. Rhee now owns 495 or 49.5% of the Company’s Series E Preferred Stock which has conversion rights equal to 42.075% of the issued and outstanding common stock of the Company. Mr. Rhee also owns 1,000 or 50% of the Company’s Series F Preferred Stock. The Series F Preferred Stock does not have any conversion rights, but has super majority voting rights of the Company.
From February 2010 to June 2015 Mr. Rhee served as President and CEO, principle engineer and a director CTX Virtual Technologies, Inc. (“CTX”). From 1986 to 2009, Mr. Rhee held executive positions with several multi-national corporations whereby he was responsible for strategic business initiatives including mergers and acquisitions, turnarounds and growth. Mr. Rhee served as an independent director to Vermeer Korea (Construction equipment), Samsung Group (Industrial Products) and Oncidium Health Group (Medical services). Mr. Rhee is a graduate from McGill University in Mechanical Engineering and Certified Management Accounting program (C.M.A.) and is a registered professional engineer. Mr. Rhee has also been named the Interim Chief Financial Officer of the Company.
Compensation
At this time, we do not have any written employment agreement or other formal compensation agreements with our officers and directors. Compensation arrangements are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.
*Filed herewith.
Greenfield Farms Food, Inc. Exhibit
EX-2.1 2 gras_ex21.htm SHARE EXCHANGE AGREEMENT gras_ex21.htmEXHIBIT 2.1 SHARE EXCHANGE AGREEMENT by and among Greenfield Farms Food Inc.; And Ngen Technologies USA Corp and The Shareholders of Ngen Technologies USA Corp. 1 SHARE EXCHANGE AGREEMENT Dated as of June 26,…
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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.
