Current Report Filing (8-k)
August 18 2017 - 10:10AM
Edgar (US Regulatory)
UNITED
STATES
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)
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August
11, 2017
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EXOlifestyle,
Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-51935
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90-1119774
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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215 Gordon’s Corner Road, Suite 1A Manalapan, NJ 07726
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(Address of principal executive offices)
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Registrant’s telephone number, including area code
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732-845-0906
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136 NW 16th Street, Boca Raton, FL 33432
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(Former name or former address, if changed since last report.)
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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))
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
August 17, 2017, EXOlifestyle, Inc. (the “Company”) entered into an Acquisition Agreement with Sun Pacific Power Corp.
(“SPPC”) whereby 100% of SPPC was purchased for certain shares of common and preferred shares of the Company (the
“Agreement”). Pursuant to the Agreement the shareholders of SPPC shall exchange their shares for shares of EXOL as
follows:
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●
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The
holders of Series 1-A Preferred shares of SPPC shall receive exactly 0.9764 share of newly designated Series B Preferred Shares
(the “EXOL Series B Shares” described in Item 5.03 below) in exchange for each share of Series 1-A Preferred of
SPPC. The EXOL Series B Preferred Shares shall automatically convert at a rate of 30.8565 of common shares for each share
of EXOL Series B Preferred Share upon the effectiveness of a reverse stock split of 50:1, which the Board of Directors has
recommended to the shareholders. The Series B Preferred Share have voting rights equal to the aggregate common shares upon
conversion.
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●
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The
holders of the Series B Preferred Shares of SPPC shall each receive 1 share of the newly designated Series C Preferred Shares
of the Company in exchange for each share of the Series B Preferred Shares of SPPC (described in Section 5.03 below). EXOL
Series C Preferred Shares have not voting rights and shall automatically redeem 24 months from issuance.
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●
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The
holders of common shares of SPPC shall each receive 8.83 shares of common stock of EXOL in exchange for each share of SPPC
common stock for a total of 284,248,605 shares.
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The
closing of the Agreement was further conditioned upon the following:
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●
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Randy
Romano, current Director of the Company, agreed to exchange all outstanding warrants held by Mr. Romano for 11,685 shares
of the newly designated Series B Preferred stock described herein.
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●
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Vaughan
Dugan, current Director of the Company, agreed to exchange
all outstanding warrants held by Mr. Dugan for 11,964 shares of the newly designation Series B Preferred stock described
herein.
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●
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Within
15 days of closing of the Agreement, Mr. Nicholas Campanella, Director and CEO of SPPC, shall enter into a settlement of certain
debts owed by SPPC to Mr. Campanella in exchange for a profit sharing arrangement, final terms to be determined.
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●
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Upon
closing, Randy Romano and Vaughan Dugan shall resign as Directors of the Company and the following persons shall be appointed
to the Board of Directors. More detail on the incoming board of directors is provided under Item 5.02, below
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.
Party
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Position
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Nicholas
Campanella
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Director,
CEO, President
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Gregory
Rodman
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Director
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Vincent
Randanzzo
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Director
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Sumair
Mitroo
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Director
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William
Singer
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Director
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Upon
closing of the Agreement, SPPC will become a wholly owned subsidiary of the Company.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,
a copy of which is filed as Exhibit 10.1, and incorporated by reference.
Section
3 – Securities and Trading Markets.
Item
3.02 Unregistered Sales of Equity Securities.
On
August 17, 2017, the Company agreed to issue to 1,000,000 shares of Series B Preferred stock, 200,000 shares of Series C Preferred
stock and 284,215,420 shares of common stock to the respective shareholders of Sun Pacific Power Corp. as set forth in Item 1.01
above under the terms of the Agreement in exchange for services. No issuance has been registered with the Commission.
The
shares of Common Stock referenced herein will be issued in reliance upon the exemption from securities registration afforded by
the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
3.03 Material Modification of Rights of Security Holders
Section
5 – Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In
anticipation of closing the Agreement as described in Item 1.01 above, on August 11, 2017, the Board of Directors designated two
series of preferred shares which was duly filed with the state of Nevada. Specifically, the Board of Directors designated 1,000,000
shares of Series B Preferred stock, par value $0.001. The Series B Preferred stock shall automatically convert into common stock
at a rate of 30.8565 of common shares for each share of EXOL Series B Preferred Share upon the effectiveness of a reverse stock
split of 50:1, which the Board of Directors has recommended to the shareholders. The Series B Preferred Share have voting rights
equal to the aggregate common shares upon conversion. The Board of Directors further designated 500,000 shares of Series C Preferred
stock, par value $0.001. The Series C Preferred stock have no conversion or voting rights, but shall pay an annual dividend in
the amount of $0.125 per year, for a total of$0.25, over an eighteen (18) month term, from the date of issuance (the “Commencement
Date. Dividend payments shall be payable as follows: (i) dividend in the amount of$0.0625 per share of Series C Preferred Stock
at the end of each of the third quarter and fourth quarter of the first twelve (12) months of the twenty-four (24) month period
after the Commencement Date; and (ii) dividend in the amount of $0.03125 per share of Series C Preferred Stock at the end of each
of the four quarters of the second twelve (12) months of the twenty-four (24) month period after the Commencement Date. The source
of payment of the dividends will be derived from up to thirty-five percent (35%) of net revenues (‘‘Net Revenues”)
from the Street Furniture Division of the Corporation following the seventh (7th) month after the Commencement Date.
The
designation did not make any material changes to the Company’s existing Articles of Incorporation other than incorporating
the amendments described above.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,
a copy of which is filed as Exhibit 3.1, and incorporated by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number
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Description
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3.1
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Designation
of Series B and Series C Preferred Stock filed with the state of Nevada on August 11, 2017
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10.1
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The
Acquisition Agreement between the Company and Sun Pacific Power Corp., dated August 16, 2017
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SIGNATURE
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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EXOlifestyle,
Inc.
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(Registrant)
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Date:
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August
18, 2017
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By:
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/s/
Randy Romano
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Name:
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Randy
Romano
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Title:
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Director
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