Item 8.01 Other Events
On May 18, 2016, West Coast Ventures Group Corp. (formerly known as Energizer Tennis, Corp., the “Company”) entered into a non-binding letter of intent with
CHD Bioscience, Inc., a Colorado corporation (“Target”).
Pursuant to the letter of intent, the Company agreed to acquire one hundred percent (100%) of the issued and outstanding capital shares of Target and certain proprietary technology the Target has access to, as follows:
·
The Company shall acquire all of the outstanding capital shares of Target, including but not limited to the outstanding shares of Common Stock and outstanding shares of Preferred Series B Stock (the “Target Shares”) in exchange for a total of 109 million duly authorized, fully-paid and non-assessable newly issued shares of the Company’s common stock (the “Share Exchange”). The Target Shares to be acquired shall include the shares described above, plus any additional shares that may be issued prior to the consummation of the Share Exchange;
·
It is anticipated that the Company shall also acquire from a public company a certain patent and related technology, intellectual property, know how, trademarks, and other rights associated with such patent, in exchange for shares of the Company’s common stock (“IP Acquisition”); and
·
Prior to the consummation of the Share Exchange and the IP Acquisition, the Company shall enter into an employment agreement with Mr. Michael Handley whereby Mr. Handley shall be appointed as the President & CEO and member of the Board of Directors of the Company for a period of
three (3)
years;
provided
,
however
, that the Employment Agreement shall be contingent upon completion of the transactions contemplated by the Share Exchange Agreement and the IP Acquisition.
In connection with the letter of intent, upon the consummation of the Share Exchange and IP Acquisition, the Company has agreed to a migratory merger pursuant to which the Company would become a Delaware corporation and the name of the Company would be changed to such name as determined by the parties.
Immediately
upon the consummation of the Share Exchange and IP Acquisition,
the Board of Directors of the Company
shall consist of seven (7) members, one of whom shall be Michael Handley, and the rest of whom shall be “independent” directors under NASDAQ marketplace rules. It is anticipated that, on the closing date of the Share Exchange and IP Acquisition, all of the current officers and directors of the Company shall resign and, simultaneously therewith, (a) the new Board of Directors shall be appointed as described above; and (b) such officers shall be appointed as shall be determined by Target to include Mr. Michael Handley as President & Chief Executive Officer. The President & Chief Executive Officer and such other employees as the Target shall designate, shall, upon the closing of the Share Exchange and IP Acquisition, each have
an employment agreement with the Company mutually satisfactory to the Company and the employee.
The letter of intent entered into by the Company and Target is non-binding, however it does provide for a thirty (30) day exclusive dealing period during which each party agreed not to enter into any business combination transaction other than the transaction described in the letter of intent. The closing of the transactions under the letter of intent, including the Share Exchange and IP Acquisition, are subject
to several material conditions, including each party’s due diligence review of the other’s business and affairs; negotiation and execution of definitive agreements; and all necessary approvals of the board of directors of the Company and Target. While the parties propose to close the transactions contemplated under the letter of intent by June 11, 2016, there can be no assurance that the conditions to closing will be satisfied or that the parties will otherwise consummate the transactions contemplated by the letter of intent.