Item 1.01. Entry into a Material Definitive
Agreement.
Legacy Asset Sales Agreement
On January 29, 2018, Immudyne, Inc. (the
“
Company
”) entered into a definitive purchase agreement with Mark McLaughlin, President and Chief Executive
Officer (“Mr. McLaughlin”), pursuant to which the Purchaser, through a to be formed entity (“Newco”), agreed
to purchase the assets and liabilities (the “Assets”) of the Company’s yeast beta glucan manufacturing business
for $850,000 (the “Asset
Purchase Agreement
”), $650,000 of which was paid on the consummation of the transactions
contemplated by the Asset Purchase Agreement on February 2, 2018 (the "
Closing Date
"), and $200,000 of which is
payable within 120 days following the Closing Date (collectively the “Purchase Price”).
The Assets were sold “as is”
and the Company did not make any representations or warranties in regards to the Assets.
In connection with the Asset Purchase Agreement,
Mr. McLaughlin, resigned from all his positions with the Company and agreed to waive any and all rights to any severance that he
may have otherwise been entitled to by virtue of his resignation from the Company. Additionally, for so long as Mr. McLaughlin
owns or controls over 9.9% of the outstanding shares of the Company, subject to the bylaws of the Company, he will have the right
to appoint one director to the Company’s Board of Directors (the “Board”) to serve as a representative. Accordingly,
on the Closing Date, the Mr. McLaughlin nominated Anthony Bruzzese M.D, an existing Board member, as such representative.
Pursuant to the Asset Purchase Agreement,
the Company also agreed that if it were to register for its own account or the account of others, any of its equity securities
under the Securities Act of 1933, that the Company will also include in any such registration, all of the shares and options owned
by Mr. McLaughlin, subject to compliance with securities laws and regulations.
Further, the Company agreed to enter into
a supply agreement with Newco to purchase all of the yeast beta glucan for its iNR Wellness products for a period of one year and
is entitled to the non-exclusive rights to the use of the name “Immudyne” for a period of sixty days from the Closing
Date.
First Amendment to the Legacy Asset
Sales Agreement
On February 7, 2018 (the “
Effective
Date
”), the Company and Mr. McLaughlin entered into an amendment to the Asset Purchase Agreement (the “First Amendment”)
to amend the Purchase Price of the Assets, whereby Mr. McLaughlin agreed, through Newco, to purchase the Assets of the Company,
for the following (i) two million (2,000,000) shares of the Company’s common stock payable on February 12, 2018 the Closing
Date (ii) One Hundred and Ninety Thousand Dollars ($190,000) payable on the Closing Date, and (c) Two Hundred Thousand Dollars
($200,000) payable within 120 days following the Closing Date.
All other terms of the Asset Purchase Agreement
dated remain in full force and effect.
The foregoing description of the Asset
Purchase Agreement and the First Amendment do not purport to be complete and are qualified in its entirety by reference to the
full text of the Asset Purchase Agreement and the First Amendment, filed as Exhibits 10.1 and 10.2 hereto and incorporated herein
by reference.