Kinder Holding Corp. (OTCMKTS:KDRH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On August 8, 2017, Kinder Holding Corp., a Delaware corporation (the "Registrant") entered into a Share Exchange Agreement (the "Agreement") with Intiva BioPharma Inc., a private Colorado corporation ("BioPharma"). to the terms of the Agreement, upon the closing (the "Closing") the Registrant shall issue to the shareholders of BioPharma (the "BioPharma Shareholders") a total of approximately 47,000,000 post-reverse stock-split shares of the Registrant's common stock, par value $0.0001 (the "Post-Reverse Shares"), subject to adjustments based upon the number of BioPharma Shares outstanding at the date of the Closing, at which date BioPharma shall become a wholly-owned subsidiary of the Registrant. The BioPharma Shareholders shall be issued at approximately eight (8) Post-Reverse Shares of the Registrant for each BioPharma Share. The Company and BioPharma acknowledge and agree that the Post-Reverse Shares shall not be issued and the Closing shall not take place until the Registrant files with the SEC "full Form 10 disclosure" regarding BioPharma including audited financial statements of BioPharma, consolidated proforma financial statements and all disclosure required by Regulation S-K.
The Agreement further provides that the Registrant: (i) file a registration statement on Form S-1 for the purpose of registering the Post-Reverse Shares issuable to the BioPharma Shareholders, subject to certain limitations; (ii) file an Information Statement on Schedule 14C with the SEC providing for a reverse split of the Registrant's 22,710,192 presently issued and outstanding shares of common stock on a one-for-six (1:6) basis, among other corporate actions; and (iii) apply for and receive approval from FINRA regarding the corporate actions.
A copy of the Share Exchange Agreement is filed as Exhibit 10.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(a) The following documents are filed as exhibits to this report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
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Exhibit No. |
Description |
| 10.1 | Share Exchange Agreement between the Registrant and Intiva BioPharma Inc., dated August 8, 2018, filed herewith. |
Kinder Holding Corp. ExhibitEX-10 2 exh10_1.htm EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT Exhibit 10.1 Share Exchange Agreement by and between Kinder Holding Corp. and Intiva BioPharma Inc. Dated as of August 8,…To view the full exhibit click here
About Kinder Holding Corp. (OTCMKTS:KDRH)
Kinder Holding Corp. is a shell and a blank check company. The Company was a specialty retailer of a range of fashionable women’s apparel and accessories at moderate to higher prices. The Company operated approximately 110 stores, averaging over 8,000 square feet, in approximately 23 states, located primarily in suburban malls in the West, Midwest and Northeast of the United States. The Company offered a selection of primarily name brand sportswear, career dresses and suits, social occasion dresses, accessories, outerwear, swimwear, and in selected stores, shoes. The Company is seeking a potential business combination. As of June 30, 2016, the Company had no operations and revenues from its operations.
