ITEM 1.01 Entry into a Material Definitive Agreement.
Effective September 12, 2017, AngioSoma, Inc. and its wholly owned subsidiary, Soma Nutraceuticals, Inc., a Texas corporation, entered into a Manufacturing and Distribution License Agreement (the “License Agreement”) with East Kentucky Organic, LLC. and Esther & Esther, Inc, both organized in Kentucky. In consideration of a 20% royalty payable monthly, the agreement licenses four proprietary formulas:
ProFormax
CR
, an all-natural fitness supplement that is intended to promote adult stem cell recruitment, HPA and endocrine stabilization, inflammatory regulators, decrease body fat, hormonal support and lean muscle tissue enhancement.
SomniaPM
, a natural product designed for sleep that contains 15 active ingredients, including melatonin, valerian, and hydroxytryptophan, as well as natural botanicals used for many years for sleep and relaxation.
AlertNRG
, an all-natural mental energy booster containing caffeine, guarana, 3 natural botanicals used for many years to produce energy, B vitamins, indium sulfate and eggplant extract.
Man Up®
, combines saw palmetto extract containing beta sistosterol, with yohimbe, an age-old aphrodisiac and icariin derivatives from the horney goat weed (epimedium icariia) extract to produce an all-natural male erectile and prostate health product recommended as a daily dietary supplement for vigorous and active men who seek a healthy sex life and maintain robust prostate health.
As a companion agreement, on the same date, the Company and its subsidiary, Soma Nutraceuticals, Inc. entered into a Joint Venture Agreement with Esther & Esther, Inc. that provides for marketing the licensed nutraceuticals by many independent contractors to be recruited, social media and Esther & Esther’s existing marketing channels. Esther & Esther agrees to contribute its existing business and Soma Nutraceuticals contributes the license to the above described products. The interest in the venture is allocate 50% to Soma Nutraceuticals and 50% to Esther & Esther. It is anticipated that the Company will provide signing consideration to the independent contractor marketing group in the form of Company’s common stock. In order to issue common stock to multiple people, the Company expects to register the offering with the Securities and Exchange Commission.