LANDSTAR, INC. (OTCMKTS:LDSR) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed by LandStar, Inc. (the “Company”) on June 26, 2019, the Company entered into a letter of intent to acquire the assets of DMBGroup, LLC (“DMB”).
On September 16, 2019, the Company entered into an Asset Purchase Agreement (the “APA”) with DMB to acquire certain assets collectively known as DataExpressTM,, a software platform for secure sensitive data transfer within the hybrid cloud. The total purchase price of $2.78 million consists of: (i) a $410,000 cash payment at closing; (ii) a promissory note in the amount of $910,000, payable in the amount of $41,661 over 24 monthly payments starting on October 15, 2019, accruing at a rate of 6% per annum; (iii) assumption of $198,986 in liabilities and, (iv) 1,849,315,068 shares of our common stock
The acquired assets consisted of: (i) intellectual and related intangible property including applications and associated software code and trademarks; (ii) transferred accounts receivable, including assumed contracts of existing customers and the books and records of the DMBGroup for the previous two (2) year period; (iii) transferred equipment; (iv) $81,000 of cash; and, (v) goodwill. The assumed liabilities consist of: (i) unsatisfied prepaid services to customers of $81,000; (ii) outstanding accounts payable of $20,297; and, (iii) member loans of $97,689.
At closing, the Company assigned $447,507 of accounts receivable to DMB towards payment of: (i) the $410,000 cash down payment; (ii) $17,210 towards the member loans; and, (iii) $20,297 towards payment of the assumed liabilities that DMB will pay on behalf of the Company.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The discussion in Item 2.01 of this Form 8-K regarding the promissory note is hereby incorporated in this Item 2.03 by reference.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with closing the APA, the Company will issue 1,849,315,068 unregistered shares of Company common stock to DMB members.
The issuances of the Company’s common stock in connection with the foregoing will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance of the exemption from registration provided by Section 4(a)(2) of the Securities Act because such issuances did not involve a public offering.
Item 7.01. Regulation FD Disclosure.
On September 17, 2019, the Company issued a press release announcing the closing of the APA. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 7.01 is being “furnished” and not “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, unless specifically identified as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
| 4.1 | Asset Purchase Agreement, dated September 16, 2019, by and among LandStar, Inc. and DMBGroup, LLC and its Members, Billy Whittington, Dierdre Whittington and Michelle Marost. |
| 4.2 | Promissory Note, dated September 16, 2019, by and among LandStar, Inc. and DMBGroup, LLC. |
| 99.1 | Press release dated September 17, 2019. |
LandStar, Inc. Exhibit
EX-4.1 2 ex4-1.htm Exhibit 4.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of September 16,…
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