Current Report Filing (8-k)
August 07 2019 - 5:04PM
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
Act of 1934
August
7, 2019
Date
of Report (Date of earliest event reported)
Liberated
Solutions, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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000-55177
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27-4715504
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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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15
Elvis Boulevard Chester, New York, 10918
(Address of principal executive offices)
Registrant’s
telephone number, including area code:
(845) 610-3817
(Former
name or former address, if changed since last report)
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:
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item
8.01 OTHER EVENTS
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ENTRY INTO A NON-BINDING LETTER OF INTENT.
On
August 5, 2019, the Company entered into a non-binding indication of interest and term sheet with respect to a transaction whereby,
as set forth below, Liberated Solutions, Inc., a Nevada corporation (“Liberated”), Greenfield Farms Food, Inc., a
Nevada corporation (“Greenfield”) and NGEN Technologies USA Corp, a Texas corporation and currently a wholly owned
subsidiary of Greenfield (“NGEN”) will undertake a transaction to combine the operations of NGEN and Liberated. Liberated,
Greenfield and NGEN may be referred to herein collectively as the “Parties” and each individually as a “Party.”
The Parties acknowledge and agree that the structure of the transactions contemplated herein may be modified by the Parties prior
to the closing.
STRUCTURE.
Greenfield
and NGEN shall unwind the NGEN-Greenfield Transaction, such that each of Greenfield and NGEN are once again independent entities,
and Clifford Rhee and Edward Carter will be the majority shareholders of NGEN (the “NGEN Shareholders”).
Liberated
and the NGEN Shareholders shall thereafter undertake a share exchange agreement, pursuant to which the NGEN Shareholders shall
exchange 100% of the equity interests in NGEN, which shall be transferred to Liberated, in exchange for the issuance to the NGEN
Shareholders all shares of Series A Preferred Stock of Liberated (the “Share Exchange”).
Notwithstanding
the above, the Parties acknowledge and agree that the structure of the transactions contemplated herein may be modified by the
Parties prior to the closing, as determined by the Parties.
CONDITIONS TO CLOSING AND CLOSING DATE.
Upon
full execution of the term sheet NGEN will commence the preparation of the definitive documentation to be entered into between
the applicable Parties with respect to the Transactions (the “Definitive Documentation”).
The
Closing shall be subject to the satisfaction or waiver of customary conditions to closing, as shall be set forth in the Definitive
Documentation, including satisfactory completion of NGEN’s due diligence review and the approval of the Board of Directors
of each of NGEN, Greenfield and Liberated.
Subject
to the satisfaction of such conditions, it is expected that the Transactions will close on or before August 30, 2019 (the “Closing
Date”).
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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Liberated
Solutions, Inc.
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Date:
August 7, 2019
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/s/
Brian Conway
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By:
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Brian
Conway
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Its:
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President, Director, CEO and CFO
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