Current Report Filing (8-k)
August 14 2014 - 4:43PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 1, 2014
LIVEWIRE ERGOGENICS, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
000-54588 |
26-1212244 |
| (State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
| of incorporation) |
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Identification No.) |
24845 Corbit Place, Yorba Linda, CA 92887
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (714) 940-0155
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01-Other Events.
Pursuant to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 20, 2014, the Company reported that “on May 13, 2014 the Company completed the acquisition of a majority stake of Apple Rush Company, Inc., pursuant to a Memorandum of Understanding which the Company had disclosed on Form 8-K filed on March 10, 2014”. Due to the complicated and difficult nature of the due diligence and other requirements to complete the transaction, the parties to the agreements have agreed to postpone the closing of the transaction. The Company believes the closing will occur on or about August 31, 2014. The Company believes that because the closing of the transaction has been delayed, the requirement to consolidate any financial information of Apple Rush and to present historical audited financial statements of Apple Rush has not been met as of the date of this filing.
Item 9.01-Financial Statements and Exhibits.
(d) Exhibits
The following Exhibits are attached hereto:
| Exhibit No. |
Description |
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| 99.1 |
Letter Agreement of Amendment to Stock and Trademark Purchase and Assignment Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LIVEWIRE ERGOGENICS, INC |
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Date: August 14, 2014
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By:
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/s/ Bill Hodson |
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Bill Hodson |
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Chief Executive Officer |
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Exhibit 99.1
August 1, 2014
The undersigned parties acknowledge and agree:
(a) that due to unforeseen and increased difficulties in completing their due diligence obligations in connection with the transaction(s) described in that set of documents, including (i) that certain Stock and Trademark Purchase and Assignment Agreement, entered into as of May 13, 2014 by and among Livewire Ergogenics, Inc., a Nevada corporation ("Livewire"), Apple Rush Company, a Texas corporation ("Apple Rush") and Robert Corr, Sharon Corr, and Brandon Corr; they will postpone the Closing to a date not later than August 31, 2014.
(b) Apple Rush recently has retained new accounting and auditing professionals who require additional time to review the financial statements and agreements...
(c) This letter agreement is not intended to cancel, terminate, rescind or revoke the Agreements as provided in Paragraph 4(e) ofthe Stock and Trademark Purchase and Assignment Agreement. Nor does it constituteawaiver oftheright ofanyparty toexercisetheprovisions ofParagraph4(e) ifappropriate.
Apple Rush Company.
a Texas corporation
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| By: |
/s/ David A. Torgerud
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David A. Torgerud, President
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Approved and Agreed to:
Livewire Ergogenics, Inc.
a Nevada corporation
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/s/ Bill Hodson
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Bill Hodson, CEO
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Robert J. Corr,
an individual
Brandon B. Corr,
an individual
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| By: |
/s/ Brandon B, Corr
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Brandon Corr
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Sharon S. Corr,
an individual
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| By: |
/s/ Sharon S. Corr
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Sharon S. Corr
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Rush Beverage Company,
an Illinois corporation
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| By: |
/s/ Robert J. Corr
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Robert J. Corr, President
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Corr Brands, Inc.,
an Illinois corporation
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| By: |
/s/ Brandon B. Corr
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Brandon B. Corr, President
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