Item 2.01
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Completion of Acquisition or Disposition of Assets
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On November 2, 2016, the
registrant, Endeavor IP, Inc., a Nevada corporation (“Endeavor”) entered into an Exclusive License Agreement (the “License
Agreement”) with Compelling Competitive Advantage, LLC, a Delaware limited liability company (“CCA”). Under the
terms of the License Agreement, CCA will receive shares of Endeavor blank check preferred stock to entitle CCA's seven members
to own 90% of the issued and outstanding shares of Endeavor's capital stock in return for which Endeavor will receive an exclusive,
worldwide, sublicensable right and license for any commercial or non-commercial application of the intellectual property of CCA.
As a condition of the License Agreement, all assets of .Endeavor prior to the execution of the License Agreement had to be transferred
within three business days of the execution of the License Agreement. The Board of Directors of Endeavor transferred those assets
to current and former officers of Endeavor. The transfer of the Endeavor blank check preferred shares to CCA was exempt from registration
under section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) as such term is defined in Rule
501 of the Securities Act of 1933, as amended (the “Securities Act”) and under Rule 506 of Regulation D of the Securities
Act.
Under the terms of the
License Agreement, the directors of Endeavor prior to the execution of the License Agreement, David Waldman and Andrew Uribe, resigned
and prior to their resignation appointed James B. Hovis and Lawrence Kubin to succeed them. Peter Charles resigned as President
and CEO of Endeavor and James B. Hovis was appointed as President and Secretary of Endeavor.
Under the terms of the
License Agreement, in the event CCA holds less than a majority of the issued and outstanding shares of Endeavor's capital stock,
the exclusive license shall terminate in the event that Endeavor fails to achieve $15,000,000 in net gross sales by November 2,
2019. Further, the minimum payments under the exclusive license are $500,000 in 2017; $750,000 in 2018 and $1,000,000 in 2019.
The minimum payments are required to be paid quarterly, in advance, on the first business day of each calendar quarter.
CCA owns a versatile and
widely-applicable biotechnology asset base. Its Nanoscale Particle Complex (“NPC”) technology represents, in the opinion
of CCA's management, the leading edge of phospholipid-based nano-encapsulation delivery systems (less than 100 nanometers in diameter;
mean diameter of 40 nanometers in current liquid product samples with the capability to engineer significantly smaller nanocarrier
particles) that create instant delivery of payloads into the bloodstream, beginning through the membranes of the mouth. Encapsulated
actives are protected from destruction in the highly acidic environment of the stomach until they reach the small intestine, providing
for much greater absorption of payloads. The instant delivery aspect (an Oral IV) provides the consumer with instant gratification
and effect upon consumption of the product containing the NPC technology. The NPC technology also incorporates a potent active
ingredient that stimulates repair of damaged cell tissue known as "cell armor".
The NPC technology is constructed
using ingredients that are biodegradable and are GRAS (generally recognized as safe) by the U.S. Food and Drug Administration.
This technology platform makes feasible a broad range of close-to-the-market applications, including beverages, foods, and nutraceuticals
which do not require additional regulatory review and can be brought to market rapidly. CCA believes that longer-term its NPC technology
also creates the basis for a variety of pharmaceuticals. For example, CCA believes that its technology may be included in anti-cancer/general
immunity modular pharmaceutical products and other pharmaceuticals (including oral, intra-nasal, and sublingual products (such
as vaccines, anti-inflammatory products, analgesics, and anti-dementia, hepatic detoxification, and cardiovascular products) and
topical products (such as anti-inflammatory products, analgesics, anti-infective agents (bacterial, viral and fungal) basal cell
treatments and vaccines, and melanoma treatments and vaccines)).
With respect to the beverage
application of CCA's NPC technology, CCA's rehydration preparation (hydrus rehydration concentrate) acts as an “Oral IV”
and begins to work instantly, during a competitive event. CCA's strategy is to not only change the focus from consumption to absorption/full
uptake, but to provide an
Oral IV
to the consumer. CCA has gained the validation of the effect of the first embodiment of
the NPC technology by top world athletes who have access to a multitude of products from around the world.
The mean diameter of the
nanoparticles contained in CCA's hydrus rehydration concentrate products is 44 nanometers. By comparison, the thickness of a sheet
of paper is 100,000 nanometers, and the thickness of a human hair is 80,000 nanometers. Nanoparticles become invisible to the human
eye at approximately 130 nanometers. CCA believes that its hydrus product is positioned as the "complete rehydration"
product/solution.
CCA believes that one of
the key attributes of the NPC technology that distinguishes it from all other “delivery systems” is its great utility
concerning the manufacturing process. CCA can produce extremely high volumes of material/concentrate containing its loaded nanoparticles
at a few cents per liter, providing a competitive advantage. Currently, CCA can manufacture internally the type of major volume
of these loaded nanoparticles which would support significant launches and supply of products into the major retail chain networks
throughout North America and on a global basis.
"CCA and the University of Pennsylvania
("PENN") and the Children's Hospital of Philadelphia ("Children's Hospital") are engaged in a co-development
alliance which is combining CCA's NPC technology with other PENN and Children's Hospital technologies to co-develop technologies
to be jointly owned by CCA, PENN and Children's Hospital, including compounds to treat, and to a certain extent, prevent traumatic
brain injury. This alliance also entails development involving dendrites, neurodevelopment, bone morphogenetic proteins,
glutamate excitotoxicity, neural regeneration, injury-induced altered brain excitability, circuit rearrangement and synaptic function,
including the development of pharmaceuticals."
The foregoing description of the License Agreement
does not purport to be complete and is qualified in its entirety by reference to the License Agreement which is filed as exhibit
10.1 to this Current Report on Form 8-K.