MCIG, INC. (OTCMKTS:MCIG) Files An 8-K Completion of Acquisition or Disposition of Assets

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MCIG, INC. (OTCMKTS:MCIG) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets

On February 23, 2017, mCig, Inc., a Nevada corporation (the
Company), entered into an Asset Purchase Agreement (the Asset
Purchase Agreement) with Stony Hill Corp., a Nevada corporation
(Stony Hill). to the terms and conditions of the Asset Purchase
Agreement, the Company sold 80% of those certain assets that
comprise the VitaCBD business (the Assets) to Stony Hill and
issued an option (the Option) to Stony Hill to acquire the
remaining 20% of assets related to the Assets for a minimum
purchase price of $200,000. The VitaCBD business is primarily a
line of cannabidiol (CBD) retail products available for purchase
at vitacbd.com, which products include CBD tinctures, ejuices,
edibles, islates, salves, waxes, oils and capsules, as well as
related trade names, social media, accounts and other related
assets. Information on the vitacbd.com website is not part of the
disclosure on this Current Report on Form 8-K.

The purchase price the Company sold the Assets for was $850,000.
The purchase price was comprised of $150,000 in cash and 350,000
shares of common stock of Stony Hill at $2.00, as may be
adjusted. Initially, the Company will receive 200,000 shares of
the common stock of Stony Hill at closing. Additionally, on May
24, 2017, Stony Hill is obligated to issue (the Second Stock
Issuance) the remaining 150,000 shares of Stony Hill common stock
or that number of shares of common stock of Stony Hill valued at
$300,000, whichever has a lesser Market Value, defined as average
of the closing prices for the common stock of Stony Hill on any
quotation tier of the OTC Markets, as reported by the OTC
Markets, for the 90 trading days subsequent to February 23, 2017.
If the market value of the Second Issuance on the anniversary
date of such issuance is greater than $300,000, the additional
value shall be offset against of the sale price of the Option to
sell the remaining 20% of assets related to the Assets.

If the average during any 7-day period during the first year
following the Second Stock Issuance, the Market Value of the
share of common stock of the Stony Hill owned by mCig is less
than $550,000 (which amount represents the minimum target Market
Value of the shares of common stock of Stony Hill held by mCig
immediately following the issuance of shares of common stock of
Stony Hill), then Stony Hill is obligated to issue to mCig that
additional number of common stock of Stony Hill, on the one year
anniversary date, to increase the Market Value of the total
outstanding shares of common stock of Stony Hill held by mCig to
$550,000, without the payment of any additional consideration.

In connection with the Asset Purchase Agreement, the Company also
entered into a Lock-up Agreement dated February 23, 2017, with
Stony Hill, to which the Company agreed to not resell any shares
of common stock it received in connection with the Asset Purchase
Agreement for a period of one year.

In connection with the Asset Purchase Agreement, the shares
issued under the Second Stock Issuance are subject to a Security
and Pledge Agreement, to which the Company pledged and granted a
security interest in the shares issued under the Second Stock
Issuance to Stony Hill to cover claims by Stony Hill against the
Company that may arise under the terms and conditions of the
Asset Purchase Agreement in the 90 days following the closing of
the Asset Purchase Agreement.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits:

Exhibit

Description

10.1

Asset Purchase Agreement, dated February 23, 2017,
by and between Stony Hill Corp., a Nevada
corporation, and mCig, Inc., a Nevada corporation.

10.2

Bill of Sale, Assignment and Assumption, dated
February 23, 2017, by and between Stony Hill Corp.,
a Nevada corporation, and mCig, Inc., a Nevada
corporation.

10.3

Assignment of Intellectual Property, dated February
23, 2017, made by mCig, Inc., a Nevada corporation.

10.4

Lock-up Agreement, dated February 23, 2017, by and
between Stony Hill Corp., a Nevada corporation, and
mCig, Inc., a Nevada corporation.

10.5

Security and Pledge Agreement, dated February 23,
2017, by and between Stony Hill Corp., a Nevada
corporation, and mCig, Inc., a Nevada corporation.


About MCIG, INC. (OTCMKTS:MCIG)

mCig, Inc. is engaged in manufacturing, marketing and distributing electronic cigarettes, vaporizers and accessories under the mCig brand name. The Company offers electronic cigarettes and related products through its online store, mcig.org, as well as through its wholesale, distributor and retail programs. Its segments include Construction, Internet Sales and Wholesale. The Construction segment develops, designs, engineers, and constructs modular buildings with elements that assist cannabis growers in the market. Each modular building is designed for each customer. The Company tracks various retail sales, through the Internet segment through the consolidation of all online retail sales from various Websites. It provides streamlining of administrative and documentation services, consolidation of inventories and supports economy of scale. The wholesale segment works with distribution channels in electronic vaporizing cigarettes (eCig) and marijuana cigarettes (Rllies), among others.

MCIG, INC. (OTCMKTS:MCIG) Recent Trading Information

MCIG, INC. (OTCMKTS:MCIG) closed its last trading session 00.000 at 0.289 with 5,608,569 shares trading hands.