Stony Hill Corp. (OTCMKTS:STNY) 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, Stony Hill Corp., a Nevada corporation (the
Company), entered into an Asset Purchase Agreement (the Asset
Purchase Agreement) with mCig, Inc., a Nevada corporation (mCig).
to the terms and conditions of the Asset Purchase Agreement, the
Company acquired 80% of those certain assets that comprise the
VitaCBD business (the Assets) from mCig, and an option (the
Option) to acquire the remaining 20% of assets related to the
Assets for a 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 paid for the Assets was $150,000
and 200,000 shares of the common stock of the Company.
Additionally, on May 24, 2017, the Company is obligated issue
(the Second Stock Issuance) to mCig either (i)150,000 shares of
the Companys common stock or (ii) that number of shares of common
stock of the Company valued at $300,000, whichever has a lesser
Market Value, defined as average of the closing prices for the
common stock of the Company 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 purchase price of the Option to purchase the
remaining 20% of assets related to the Assets. The 200,000 shares
of the common stock of the Company issued to mCig is equal to
approximately 1.34% of the issued and outstanding shares of
common stock of the Company.
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 Company owned by mCig is less than
$550,000 (which amount represents the minimum target Market Value
of the shares of common stock of the Company held by mCig
immediately following the issuance of shares of common stock of
the Company), then the Company is obligated to issue to mCig that
additional number of common stock of the Company, on the one year
anniversary date, to increase the Market Value of the total
outstanding shares of common stock of the Company 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
mCig, to which mCig 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 mCig pledged and granted a
security interest in the shares issued under the Second Stock
Issuance to the Company to cover claims by the Company against
mCig 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 3.02 Unregistered Sales of Equity
Securities.
The information under Item 2.01 of the Current Report on Form 8-K
is incorporated herein by reference. The Company relied on the
exemption from registration afforded by Section 4(a)(2) of the
Securities Act of 1933, as amended, for the offer and sale of
200,000 shares of common stock of the Company to mCig, where
there was a private offer and sale, not involving any public
offering, to one person, who had access to registration-type
information about the Company.
Item 7.01Regulation FD
Disclosure.
On February 27, 2017, the Company issued a press regarding its
acquisition of the Assets. A copy of the press release is
attached hereto as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
The information contained in this Item 7.01 referenced herein is
being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
incorporated by reference in any filing under the Securities Act
of 1933, as amended, unless we expressly incorporate such
information by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
|
Exhibit |
Description |
|
10.1 |
Asset Purchase Agreement, dated February 23, 2017, by and |
|
10.2 |
Bill of Sale, Assignment and Assumption, dated February 23, |
|
10.3 |
Assignment of Intellectual Property, dated February 23, |
|
10.4 |
Lock-up Agreement, dated February 23, 2017, by and between |
|
10.5 |
Security and Pledge Agreement, dated February 23, 2017, by |
|
99.1 |
Press release dated February 27, 2017. |
About Stony Hill Corp. (OTCMKTS:STNY)
Stony Hill Corp., formerly First Fixtures, Inc., is organized to sell plumbing fixtures over the Internet. The Company is vertically integrated company focused on various areas of the cannabis industry. The Company is engaged in exploring involvement in the consumer, health and wellness, recreational, medical, media, nutraceutical and cosmeceutical parts of the industry. The Company sells products, including clothing, apparel, and other various branded products through its partners. Stony Hill Ventures is organized for various investments under the Stony Hill brand, as well as to conduct any other related business and activities. The Company intends to establish a medical cannabis platform and brand; create a platform to partner and invest in various segments in the medical marijuana industry, and establishes various strategic alliances. Stony Hill Corp. (OTCMKTS:STNY) Recent Trading Information
Stony Hill Corp. (OTCMKTS:STNY) closed its last trading session down -0.40 at 2.45 with 2,500 shares trading hands.