INDOOR HARVEST CORP. (OTCMKTS:INQD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
Share Exchange Agreement
On April 20, 2017, Indoor Harvest Corp. (Indoor Harvest) entered
into a Share Exchange Agreement (the Agreement) with Alamo CBD,
LLC (Alamo CBD) and the members of Alamo CBD (the Members),
collectively the Parties, in order to acquire 100% of the
membership interests in Alamo CBD.
to the Agreement, the Parties have agreed to the following
general terms:
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At the Closing (i) the Members will sell, convey, transfer and assign to Indoor Harvest, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description, and Indoor Harvest will purchase and accept from Members, all of the issued and outstanding membership interests of Alamo CBD, and (ii) in exchange for the transfer of such securities by the Members, Indoor Harvest will sell, convey, transfer and assign to the Members, and Members will purchase and accept from Indoor Harvest, Twenty Five Million Two Hundred Eighty Thousand and Twenty Seven (25,280,027) shares of newly-issued shares of common stock of Indoor Harvest, par value $0.001, in the aggregate. Upon completion of the Exchange, all of the Alamo CBD Interests shall be held by Indoor Harvest. |
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At the Closing, Indoor Harvest shall have delivered to Alamo CBD letters of resignations from (i) John Choo, Chad Sykes, John Zimmerman, and Pawel Hardej from their positions as officers and directors of the Company. Each of such persons shall be resigning from their positions as officers as of the Closing Date, and shall be replaced by the person(s) identified by Alamo CBD as officers, effective as of the Closing Date, and each of such persons shall be resigning from their positions as directors and will be replaced by the person(s) identified by Alamo CBD as Directors effective upon the tenth (10th) day following the mailing of the 14f-1 Notice by Indoor Harvest to its stockholders. |
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Following the Closing Date, the exiting officers and directors of Indoor Harvest Corp will be forming a new company, to be named The Harvest Group, which company intends to do business as Indoor Harvest. to the terms of a letter of intent between the parties, an amendment dated March 16, 2017, a total of $132,302 in funds was set aside for operations that were not related to the proposed cannabis business activities, not related to commitments under the parties Joint Venture agreement with Vyripharm Enterprises LLC, and not related to ongoing public company costs as of January 3, 2017, with the exception of costs associated with Indoor Harvest’s 2016 financial audit. |
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Following the Closing Date, Indoor Harvest Corp and The Harvest Group will enter into an exclusive license agreement (the THG License Agreement) to which Indoor Harvest Corp shall grant The Harvest Group the right to manufacture, market and sell the High Pressure Aeroponics technology portfolio created by Indoor Harvest in industries not involving the Cannabis plant, and the perpetual right to use the “Indoor Harvest” trademark globally on a royalty free basis. As consideration for the THG License Agreement, The Harvest Group will grant Indoor Harvest Corp 25% of the equity in The Harvest Group. The THG License Agreement will include mutual exit options which will permit termination of the THG License Agreement. |
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Following the Closing Date, Indoor Harvest Corp will undertake a name change to Cyribelam Pharmaceuticals, Inc., or such other new name as may be determined by Alamo CBD. Except as may otherwise be provided, Indoor Harvest shall continue to own all intellectual property, as well as all other assets owned by Indoor Harvest prior to Closing, including the Houston, Texas warehouse lease (the Houston Facility). The Houston Facility will serve as a staging/warehousing and assembly area for equipment and construction of the planned indoor Cannabis production facility to be constructed in Wilson County, Texas (the Wilson County Cannabis Facility). |
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In consideration of Indoor Harvests assumption of the warehouse lease for the Houston Facility, The Harvest Group will provide engineering and construction services to Alamo CBD and/or Indoor Harvest Corp for the Controlled Environment Agriculture facility at cost plus 2.5% for the construction of the Wilson County Cannabis Facility or alternate facility location using its core deployment partners; DAC Studios, Axxis Building Systems and Harvest Air, along with The Harvest Group designated component suppliers. After construction of the Wilson County Cannabis Facility is completed and the facility has been fully commissioned and turned over, Indoor Harvest Corp will have the option to sub-lease the Houston facility to The Harvest Group, or to terminate the lease. |
Alamo currently owns ten (10) acres of land, to include water
rights, in La Vernia, Texas, located within Wilson County Texas,
on which it intends to construct a 53,805 square foot cannabinol
pharmaceutical production facility, and it intends to seek a
license to operate as a producer and dispenser of CBD oil under
the Texas Compassionate Use Act. In addition to filing an
application under the Texas Compassionate Use Act, Alamo intends
to also file an application with the DEA seeking to become an
authorized producer of cannabis and cannabis extracts for
pharmaceutical research and clinical trials within the United
States.
Alamo CBDs goal is to become an authorized producer of high
quality, low-THC cannabis oil (CBD oil) products to the patients
of South Texas under the Compassionate Use Program. The Company
would initially be seeking to produce and dispense CBD oil to
treat patients suffering from intractable epilepsy in Texas. The
Company is based in the San Antonio metropolitan area and was
founded by a highly qualified team consisting of a pharmacist, a
neuropsychologist, a microbiologist, a horticulturalist, and a
dietitian.
The consummation of the transactions contemplated by the
Agreement is subject to various customary closing conditions,
including but not limited to,(i) the filing with the Securities
and Exchange Commission (the SEC) and furnishing to the Companys
stockholders of a proxy statement, and (ii) the approval by the
Companys stockholders.
The Agreement includes customary representations, warranties and
covenants of the Company, Alamo CBD and the Members made solely
for the benefit of the parties to the Agreement. The assertions
embodied in those representations and warranties were made solely
for purposes of the contract among the Company, Alamo CBD and the
Members and may be subject to important qualifications and
limitations agreed to by the Company, Alamo CBD and the Members
in connection with the negotiated terms. Moreover, some of those
representations and warranties may not be accurate or complete as
of any specified date, may be subject to a contractual standard
of materiality different from those generally applicable to
stockholders or may have been used for purposes of allocating
risk among the Company, Alamo CBD and the Members rather than
establishing matters as facts. Investors are not third-party
beneficiaries under the Agreement and should not rely on the
representations, warranties and covenants in the Agreement or any
description thereof as characterizations of the actual state of
facts of the Company, Alamo CBD and the Members or any of their
respective subsidiaries or affiliates.
The Company has also agreed to customary covenants governing the
conduct of its business, including an obligation to conduct its
business in the ordinary and usual course consistent with past
practice through the closing of the transactions contemplated by
the Agreement.
Completion of the transactions contemplated by the Agreement is
anticipated to occur in the second quarter of 2017, although
there can be no assurance the Merger will occur within the
expected timeframe or at all.
The board of directors of the Company has unanimously approved
the Agreement.This summary of the principal terms of the
Agreement and the copy of the Agreement filed as an exhibit to
this Form8-K are intended to provide information regarding the
terms of the Agreement and are not intended to modify or
supplement any factual disclosures about the Company in its
public reports filed with the SEC. In particular, the Agreement
and the related summary are not intended to be, and should not be
relied upon as, disclosures regarding any facts and circumstances
relating to the Company.The foregoing description of the
Agreement and the transactions contemplated by the Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is
filed as an exhibit to this Form8-K and is incorporated into this
report by reference.
Item 8.01 Other Events.
On April 24, 2017 the Company issued a press release entitled
Indoor Harvest Corp Signs Definitive Agreement to Acquire Alamo
CBD The release is filed as an exhibit to this Form 8-K.
Exhibits
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10.1 |
Share Exchange Agreement |
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99.1 |
Press Release |
About INDOOR HARVEST CORP. (OTCMKTS:INQD)
Indoor Harvest Corp. is a design-build contractor for the vertical farming and indoor farming industry. The Company’s principal lines of business are engineering, procurement and construction services, as well as manufactures a range of indoor farming fixtures and equipment. It provides production platforms, mechanical systems and complete custom designed build outs for both Controlled Environment Agriculture (CEA) and Building Integrated Agriculture (BIA). Its technologies include greenhouse production, hydroponics, aquaculture, aquaponics and aeroponics. It offers a vertical farm racking system with integrated light emitting diode (LED) lighting. Its vertical farm racking system is used for both aeroponic and hydroponic layered crop production within a CEA or BIA operation. It offers services under the Indoor Harvest brand. Its products include Indoor Harvest Modular HP-Aeroponics Platform, Indoor Harvest Shallow Raft VFRack Platform and Indoor Harvest Low Tide VFRack Platform. INDOOR HARVEST CORP. (OTCMKTS:INQD) Recent Trading Information
INDOOR HARVEST CORP. (OTCMKTS:INQD) closed its last trading session up +0.050 at 0.380 with shares trading hands.