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 4, 2018, Greenfield Farms Food, Inc. (the “Company”) entered into Asset Purchase Agreement (the “Agreement”) with Ngen Technologies USA, Corp., a Texas corporation (“Ngen”), Clifford Rhee (“Rhee”) and Edward Carter (“Carter”). The Company, Ngen, Rhee and Carter are referred to as the Parties. to the Agreement, the parties agreed that the Company would purchase assets of Ngen related to Ngen’s automotive technology business (the “Business”) in consideration of the Company issuing 500 shares of the Company’s Series E Preferred Stock to Rhee and 500 shares of the Company’s Series E Preferred Stock to Carter. The Series E Preferred Stock in the aggregate is convertible into 85% of the issued and outstanding common stock of the Company, on a post conversion basis. Rhee and Carter were named to the Company’s Board of Directors in conjunction with a Letter of Intent (the “LOI”), executed by and between the Parties on November 28, 2017.
The foregoing descriptions of the Agreement and the terms thereof are qualified in their entirety by the full text of such agreement, which is filed as Exhibit 10.1 to, and incorporated by reference in, this report.
On January 5, 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On January 4, 2018, the Company completed the acquisition of the assets of the Business of Ngen (see Item 1.01). The Company, among other assets, purchased intellectual property, contract rights and purchase orders from Ngen. The purchase price of the assets was 1,000 shares of the Company’s Series E Preferred Stock.
On January 4, 2018, the Company completed the sale of Carmela’s Pizzeria CO, Inc. (“Carmela’s”), a wholly owned subsidiary of the Company, to Ronald Heineman (“Heineman”), in exchange for Carmela’s assuming all of the liabilities of Carmela’s as well as $193,352 of convertible notes of the Company. Heineman was an officer of the Company until his resignation on November 28, 2017 and a Director of the Company through January 4, 2018 (see below).
The foregoing descriptions of the Agreement and the terms thereof are qualified in their entirety by the full text of such agreement, which is filed as Exhibit 10.2 to, and incorporated by reference in, this report.
Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On January 4, 2018, the Company recorded the issuance of 500 shares of Series E Preferred Stock to Clifford Rhee and 500 shares of Series E Preferred Stock to Edward Carter in conjunction with the signing of the Asset Purchase Agreement (see above).
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Departure of Directors or Certain Officers
On January 4, 2018, Ronald Heineman notified the Company of his decision to resign as a director, effective immediately. Mr. Heineman’s resignation was not the result of any disagreement with the Company.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Greenfield Farms Food, Inc. ExhibitEX-10.1 2 gras_ex101.htm ASSET PURCHASE AGREEMENT gras_ex101.htm EXHIBIT 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made this 4th 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.