Current Report Filing (8-k)
July 31 2019 - 9:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REP
ORT
Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 25, 2019
CONVERSION
LABS, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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000-55857
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76-0238453
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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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800 Third Avenue, Suite 2800
New York, NY 10022
(Address of principal executive offices,
including zip code)
(866) 351-5907
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
On April 25, 2019 (the “Closing Date”),
Conversion Labs, Inc. (the “Company”) entered into a certain membership interest purchase agreement (the “MIPA”)
by and between the Company, Conversion Labs PR, LLC (“CVLB PR”), a majority owned subsidiary, Taggart International
Trust, an entity controlled by the Company’s Chief Executive Officer, Mr. Justin Schreiber, and American Nutra Tech LLC,
a company controlled by its Chief Technology and Operating Officer, Mr. Stefan Galluppi (“Mr. Schreiber, Taggart International
Trust, Mr. Galluppi and American Nutra Tech LLC each a “Related Party” and collectively, the “Related Parties”).
Pursuant to the MIPA, the Company purchased 21.83333% of the membership interests (the “Remaining Interests”) of CVLB
PR from the Related Parties, bringing the Company’s ownership of CVLB PR to 100%.
As consideration for the Company’s purchase
of the Remaining Interests from the Related Parties, Mr. Schreiber and Mr. Galluppi agreed to cancel all potential issuances of
restricted stock and or options related to their employment with the Company, in exchange for the immediate issuance of an
aggregate 5,000,000 shares of the Company’s restricted common stock, including 2,500,000 shares of the Company’s restricted
common stock to each Mr. Schreiber and Mr. Galluppi (the “Schreiber and Galluppi Issuances”) as well as further potential
additional issuances of restricted stock, pursuant to certain milestones enumerated in the MIPA.
In connection with the Company’s execution
of the MIPA, the Operating Agreement of CVLB PR was amended (the “Amended Operating Agreement”) to reflect the sale
of the Remaining Interests with the Company becoming the sole member of CVLB PR.
The foregoing descriptions of the MIPA and the Amended Operating Agreement do not purport to be complete and
are qualified in their entirety by reference to the MIPA and the Amended Operating Agreement, which are attached as Exhibits 10.1
and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 and 2.01 of
this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance of the securities set forth herein
was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not
involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities
was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not
involve a public offering; (b) there were only two recipients; (c) there were no subsequent or contemporaneous public offerings
of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for
the issuance of the securities took place directly between the individual entities and the Company; and (f) the recipients of the
securities are accredited investors.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure under Item 1.01, Item 2.01 and
Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
* Filed herewith
SIGNATURES
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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CONVERSION LABS, INC.
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(Registrant)
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Date: July 31, 2019
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By:
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/s/ Justin Schreiber
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Name:
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Justin Schreiber
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Title:
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Chief Executive Officer
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