Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on April 19, 2017, we entered into a Stock
Purchase Agreement (the “Purchase Agreement”) with Pharma GP APS, a Denmark corporation (“Pharma GP”) and
its sole shareholder, 9 Heroes APS, a Denmark corporation, pursuant to which we agreed to purchase all of the outstanding shares
of Pharma GP for the purchase price of $6,000,000.00, payable as $3,000,000.00 in cash and the balance in shares of our common
stock.
The closing of the Purchase Agreement was originally scheduled to
occur on May 31, 2017; however, we have been unable to raise money needed to pay the purchase price under the Purchase Agreement;
As a result of the difficulties in raising capital to finance the
Purchase Agreement transaction, the parties have decided to terminate and release each other and otherwise settle, compromise,
dispose of, and release with finality, all claims, demands and causes of action, arising out of the Purchase Agreement dated April
19, 2017.
As such, on November 8, 2019, the parties entered into a Termination
and Release Agreement (the “Termination Agreement”) to terminate the Purchase Agreement and release each other
from the obligations under the Purchase Agreement.
The foregoing description of the Termination Agreement does not
purport to be complete and is qualified in its entirety by reference to the complete text of the Termination Agreement, which is
filed with the Securities and Exchange Commission as Exhibit 10.1 to this Current Report on Form 8-K.
Also on November 8, 2018, we entered into an Asset Purchase Agreement
with 9 Heroes APS, a Denmark corporation that is controlled by our CEO, Gert Andersen, to purchase certain patents applications
and intellectual property. We formed a new wholly owned subsidiary, Vilacto BioIP, LLC, to hold the assets acquired in the Asset
Purchase Agreement.
The patent applications and intellectual property include the following:
-
United States Patent Application # 8,637,075 entitled “Colostrum Composition”;
-
European Patent Application # EP2341916 entitled “Colostrum Composition”;
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Hong Kong Patent Application # HK1159997 entitled “Colostrum Composition”; and
-
Canada Patent Application # 2,773,277 entitled “Colostrum Composition.”
These patent applications are describing the particle, development
and use, of a nanoparticle composition comprised of (1) colostrum and (2) at least one agent selected from a group of hydrocolloids
,
such as hyaluronic acid, which is useable for a wide range of applications. We also secured domains names including Lactoactive
and Vilact.
In consideration for the assets, we agreed to pay 9 Heroes APS the
purchase price of $3,360,000 USD, payable in an 8% secured promissory note (the “Note”) with a face amount of $2,000,000
and the balance in our common stock, consisting of 8,500,000 shares of our common stock. We closed the transaction on November
8 2018.
The Note matures in five years from execution, is convertible into
common shares equal to the average of the closing market prices for our common stock on the OTCQB during five (5) trading days
immediately preceding the due date for such payment, and is secured by all assets of our company.
We plan to use the assets acquired to expand the reach of our opportunities
in doing business internationally. We currently only have a license from Pharma GP to reach customers in the United States. By
acquiring these patent applications we are better presented as a company with international IP solutions, which we believe will
make us more attractive as an international biotech/pharma company and developer.
The foregoing description of the Asset Purchase Agreement and Note
does not purport to be complete and is qualified in its entirety by reference to the complete text of the Asset Purchase Agreement
and Note, which are filed with the Securities and Exchange Commission as Exhibit 10.2 and 4.1, respectively, to this Current Report
on Form 8-K.