UPD HOLDING CORP. (OTCMKTS:ESWB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Assumption Agreement with Record Street Brewing Company and Jesse Corletto
On December 31, 2020, we completed an Assumption Agreement between and among Record Street Brewing Company (“Record Street”) and Jesse Corletto (“Corletto”) (the “Assumption Agreement”). to the Assumption Agreement: (i) we assigned to Corletto all of our right, title, and interest in and to all of the capital stock of its wholly owned subsidiary, Record Street; and (ii) Corletto accepted the ownership of Record Street subject to the assumption by Record Street of liabilities in the aggregate amount of $248,967 (See also Item 2.01 below). A copy of the Assumption Agreement is attached to this report as Exhibit 10.1.
Debt Settlement Agreement with Property Resource Associates, LLC and Gary Plichta
On December 31, 2020, we entered into a Debt Settlement Agreement (the “Settlement Agreement) with Property Resource Associates LLC, a Florida limited liability company (“PRA”), and Gary Plichta (“Plichta”). to the Settlement Agreement, PRA and its affiliates agreed to extinguish the outstanding debts and liabilities that we currently owe to PRA and its affiliates in exchange for our payment of 3,900,000 restricted common stock shares to PRA. In connection with the foregoing consideration, the Parties mutually released one another from all actions, causes of actions, claims, suits, debts, judgments, agreements, and otherwise. A copy of the Settlement Agreement is attached to this report as Exhibit 10.2.
Entry Into Material Definitive Agreement – Consulting Agreement with Sage Intergroup, Inc.
On December 31, 2020, we entered into a Consulting Agreement with Sage Intergroup Inc., a California corporation (“SII”). to the Consulting Agreement, SII and its affiliates agree to provide certain busines advisory services and introduce certain business counterparties to us for a term of ninety (90) days in exchange for our one-time payment of 500,000 restricted common stock shares The Consulting Agreement is subject to a mutual indemnification provision between the parties. A copy of the Consulting Agreement is attached to this report as Exhibit 10.3.
Incorporation by Reference
The foregoing description of the above-referenced Agreements and related transactions in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreements, which have been filed as Exhibits 10.1, 10.2, 10.3 hereto, and which are incorporated herein by reference.
As of December 31, 2020, the outstanding debts of RSB reflected in our consolidated financial statements totaled $248,967 (the “RSB Debts”). to the Assumption Agreement, the RSB Debts were assumed by RSB from us upon the transfer of ownership of RSB to Corletto, together with all other, contingent and non-contingent, known and unknown, rights, assets, and liabilities of RSB. The RSB Debts will be removed from our consolidated financial statements as reflected in future SEC filings. As of December 31, 2020, Corletto was not a related party to, or an affiliate of the Company.
On December 31, 2020, we issued PRA a total of 3,900,000 restricted common stock shares as the consideration to PRA as referenced in Item 1.01 above.
On December 31, 2020, we issued SII a total of 500,000 restricted common stock shares as the consideration to SII as referenced in Item 1.01 above.
All of the securities issuances reported in this Item 3.02 were made in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 of Regulation D under the Act.
Resignation of Director Andrew Smith
Effective as of December 31, 2020, Andrew Smith resigned as a member of our board of directors (the “Resignation”). As stated in Andrew Smith’s resignation letter, the Resignation is not due to any disagreement with us or our management regarding our operations, policies or practices.
Appointment of Dr. George D. Shoenberger to our Board of Directors
Following the Resignation and effective as of December 31, 2020, our board of directors consisted of two remaining members, Mark Conte and Kevin Pikero, at which time our Board of Directors appointed Dr. George D. Shoenberger to fill the Board vacancy as a result of Andrew Smith’s resignation as Director. George D. Shoenberger shall serve until the expiration of the remaining term of Andrew Smith’s prior appointment or election to our board.
Biography of Dr. George D. Shoenberger
Dr. Shoenberger, 46, is a Nevada Licensed Psychologist and since 2015 has served as the Manager of Health Psychology Associates LLC in Reno, Nevada. He obtained both bachelor’s and master’s degrees in psychology at California State University, Chico, and later attended the clinical psychology doctoral program at the University of Nevada, Reno, where he completed a Ph.D. with an emphasis on cognitive-behavioral treatments for anxiety disorders and addictions. Dr. Shoenberger completed his pre-doctoral internship at the Portland VA Medical Center and received specialized training in psychological assessment, behavioral medicine and health psychology, eating disorders treatment, and chronic disease management. He then completed post-doctoral training with an emphasis on behavioral pediatrics and adolescent psychology. In addition to his client practice, Dr. Shoenberger has consulted with several healthcare agencies that specialize in behavioral health and life>
Inclusive of Dr. Shoenberger, no member of our board of directors: (i) is a party to any contract for their service as a director or entitled to any compensation for service as a director at this time; (ii) has any ‘family relationship’ with any of our other officers or directors as that term is defined in Item 401(d) of Regulation S-K (17 CFR 229.401(d)); or (iii) has engaged in a ‘related party transaction’ meeting the dollar value threshold ($120,000) for that term as defined in Item 404(a) of Regulation S-K (17 CFR 229.404(a)) since the beginning of our last fiscal year.
There currently are no committees of our board of directors. Each of Messrs. Conte and Pikero serve as our executive officers and have been deemed by our board of directors to be “interested directors”. Neither we nor any of our subsidiaries employ Dr. Shoenberger and he has been deemed by our board of directors to be an independent (i.e., non-interested) director.
For the purpose of determining whether a director is ‘interested’ or ‘independent’, our board of directors defines ‘independent’ directors as not ‘interested’ and ‘interested’ directors as an executive officer or employee of the Company or any other individual having a relationship that, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
The exhibits listed below are filed herewith.
| 10.1 | Assumption Agreement, dated December 31, 2020, between UPD Holding Corp. and Jesse Corletto. |
| 10.2 | Debt Settlement Agreement, dated December 31, 2020, between UPD Holding Corp. and Property Resource Associates LLC. |
| 10.3 | Consulting Agreement, dated December 31, 2020, between UPD Holding Corp. and Sage Intergroup Inc. |
| 5.1 | Resignation Letter of Andrew D. Smith, dated December 31, 2020. |
UPD HOLDING CORP. Exhibit
EX-5.1 2 ex5_1.htm EXHIBIT 5.1 Exhibit 5.1 UPD HOLDING CORP. 75 Pringle Way 8th Floor,…
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About UPD HOLDING CORP. (OTCMKTS:ESWB)
UPD Holding Corp., formerly Esio Water & Beverage Development Corp., is the parent company of its subsidiaries, United Product Development Corp. (UPDC) and iMetabolic Corp. (IMET). IMET is engaged in marketing products under the brand iMetabolic. IMET has developed four products to be marketed: iMetabolic Catalyst, iMetabolic Mini-Meal, iMetabolic Multi-Pro and iMetabolic BittX. iMetabolic Catalyst focuses on providing vitamins and plant compounds that are necessary to aid in metabolic functions. Such ingredients include B-Complex Vitamins, as well as Green Tea Extract and Resveratrol (polyphenols). iMetabolic Mini-Meal focuses on providing the essential whey protein isolate intake for a person who is on a four-to-five meal per day diet or needs a snack. iMetabolic Multi-Pro focuses on providing vitamins and minerals that are marketed as multi-vitamin supplements. iMetabolic BittX reforms the body’s disposition toward bitter foods in a subtle, inoffensive way.
