Current Report Filing (8-k)
September 23 2019 - 5:30PM
Edgar (US Regulatory)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): September 23, 2019 (September 19, 2019)
LIBERATED
SOLUTIONS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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000-55177
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27-4715504
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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5430
Lyndon B Johnson Fwy, Suite 1200, Dallas, TX
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75240
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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 (See General Instruction A.2 below):
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[ ]
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Written
communications 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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None.
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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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
Forward
Looking Statements
This
Current Report on Form 8-K (this “Report”) and other reports filed by registrant from time to time with the
Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements
and information that is based upon beliefs of, and information currently available to, registrant’s management, as well
as estimates and assumptions made by registrant’s management. When used in the Filings, the words “anticipate,”
“believe,” “estimate,” “expect,” “future,” “intend,” “plan”
or the negative of these terms and similar expressions as they relate to registrant or registrant’s management identify
forward-looking statements. Such statements reflect the current view of registrant with respect to future events and are subject
to risks, uncertainties, assumptions and other factors relating to the Company’s industry, operations and results of operations.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results
may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
You
should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Report. Except
as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date
of this Report to conform our statements to actual results or changed expectations, or the results of any revision to these forward-looking
statements.
Item
1.01 Entry Into A Material Definitive Agreement.
On
September 19, 2019 (the “Effective Date”), Liberated Solutions, Inc. (the “Company”) entered into an Assignment
and Amendment Agreement (the “Agreement”) with Ngen Technologies USA Corp (“Ngen”), Clifford Rhee, and
certain lenders (collectively, the “Lenders”).
Prior
to the execution of the Agreement, the Lenders loaned certain funds to Greenfield Farms Food Inc. (“Greenfield”),
a previous shareholder of Ngen, pursuant to certain agreements (the “Assigned Agreements”), and such agreements were
subsequently assigned from Greenfield to Ngen pursuant to an Assignment and Amendment Agreement dated as of August 13, 2019 (the
“Original Agreement”). In connection with the consummation of the Exchange Agreement dated as of August 16, 2019 pursuant
to which shareholders of Ngen exchanged their shares of Ngen for shares of capital stock of the Company, the parties agreed to
enter into the Agreement to assign the Assigned Agreements from Ngen to the Company and make certain amendments in the Assigned
Agreements to conform such assignment.
Pursuant
to the Agreement, Ngen agreed to sell, assign and transfer and convey to the Company all of the rights, titles and interests of
Ngen in, and the Company agreed to assume the following agreements and discharge all debts, duties and other obligations of Greenfield
under, the following agreements:
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(i)
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Securities
Purchase Agreement by and between Greenfield and CareBourn Capital, L.P., a Delaware
limited Partnership (“CareBourn, L.P.”) dated as of July 20, 2015, as assigned
from Greenfield to Ngen by the Original Agreement (the “7/20/15 SPA”) and
the Convertible Promissory Note in the initial principal amount of $15,500, dated as
of July 20, 2015 payable to CareBourn, L.P. by Greenfield, issued in connection therewith,
as assigned from Greenfield to Ngen by the Original Agreement (the “7/20/15 Note”);
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(ii)
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The
Securities Purchase Agreement by and between Greenfield and CareBourn, L.P. dated as
of February 9, 2015, as assigned from Greenfield to Ngen by the Original Agreement (the
“2/9/15 SPA”) and the Convertible Promissory Note in the initial principal
amount of $73,000, dated as of February 9, 2015 payable to CareBourn, L.P. by Greenfield,
issued in connection therewith, as assigned from Greenfield to Ngen by the Original Agreement
(the “2/9/15 Note”);
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(iii)
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The
Securities Purchase Agreement by and between Greenfield and CareBourn, L.P. dated as
of March 4, 2016, as assigned from Greenfield to Ngen by the Original Agreement (the
“3/4/16 SPA”) and the Convertible Promissory Note in the initial principal
amount of $33,000, dated as of March 4, 2016 payable to CareBourn, L.P. by Greenfield,
issued in connection therewith, as assigned from Greenfield to Ngen by the Original Agreement
(the “3/4/16 Note”);
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(iv)
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The
Securities Purchase Agreement by and between Greenfield and CareBourn, L.P. dated as
of December 19, 2017, as assigned from Greenfield to Ngen by the Original Agreement (the
“12/19/17 SPA”), the Convertible Promissory Note in the initial principal
amount of $552,000, dated as of December 19, 2017 payable to CareBourn, L.P. by Greenfield,
issued in connection therewith, as assigned from Greenfield to Ngen by the Original Agreement
(the “12/19/17 Note”), and the Security Agreement by and between Greenfield
and CareBourn, L.P. dated as of December 19, 2017 issued in connection therewith, as
assigned from Greenfield to Ngen by the Original Agreement (the “12/19/17 Security
Agreement”);
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(v)
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The
Convertible Promissory Note in the initial principal amount of $16,500, dated as of May
5, 2015 originally payable to Cresthill Associates, LLC (“Cresthill”) by
Greenfield, which has since been assigned to CareBourn, L.P., as assigned from Greenfield
to Ngen by the Original Agreement (the “5/5/15 Note”), the Convertible Promissory
Note in the initial principal amount of $7,500, dated as of August 5, 2015, originally
payable to Cresthill by Greenfield, which has since been assigned to CareBourn, L.P.,
as assigned from Greenfield to Ngen by the Original Agreement (the “8/5/15 Note”)
and the Convertible Promissory Note in the initial principal amount of $7,500, dated
as of November 16, 2015, originally payable to Cresthill by Greenfield, which has since
been assigned to CareBourn, L.P., as assigned from Greenfield to Ngen by the Original
Agreement (the “11/16/15 Note”);
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(vi)
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The
Note Purchase Agreement by and between Greenfield and CareBourn, L.P. dated as of July
8, 2019, as assigned from Greenfield to Ngen by the Original Agreement (the “7/8/19
NPA”), the Convertible Promissory Note in the initial principal amount of $922,646,
dated as of July 8, 2019 payable to CareBourn, L.P. by Greenfield, issued in connection
therewith, as assigned from Greenfield to Ngen by the Original Agreement (the “7/8/19
Note”) and the Warrant dated as of July 8, 2019, in favor of CareBourn, L.P., to
acquire 248,141,053 shares of common stock, par value $0.001 per share, of Greenfield
(the “Greenfield Common Stock”) entered into in connection therewith, as
assigned from Greenfield to Ngen by the Original Agreement (the “7/8/19 Warrant”);
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(vii)
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The
Note Purchase Agreement by and between Greenfield and CareBourn, L.P. dated as of July
29, 2019, as assigned from Greenfield to Ngen by the Original Agreement (the “7/29/19
NPA”) and the Convertible Promissory Note in the initial principal amount of $1,086,287.50,
dated as of July 29, 2019 payable to CareBourn, L.P. by Greenfield, issued in connection
therewith, as assigned from Greenfield to Ngen by the Original Agreement (the “7/29/19
Note”);
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(viii)
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The
Note Purchase Agreement by and between Greenfield and CareBourn, LLC, a Nevada limited
liability company (“CareBourn, LLC”) dated as of June 28, 2019, as assigned
from Greenfield to Ngen by the Original Agreement (the “6/28/19 NPA”) and
the Convertible Promissory Note in the initial principal amount of $1,436,128.28, dated
as of June 29, 2019 payable to CareBourn, LLC by Greenfield, issued in connection therewith,
as assigned from Greenfield to Ngen by the Original Agreement (the “6/28/19 Note”)
and the Warrant dated as of June 28, 2019, in favor of CareBourn, LLC, to acquire 306,346,979
shares of Greenfield Common Stock entered into in connection therewith, as assigned from
Greenfield to Ngen by the Original Agreement (the “6/28/19 Warrant”);
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(ix)
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The
Convertible Promissory Note in the initial principal amount of $12,500, dated as of September
1, 2014, as assigned from Greenfield to Ngen by the Original Agreement (the “9/1/14
Note”), the Convertible Promissory Note in the initial principal amount of $5,100,
dated as of February 5, 2014, as assigned from Greenfield to Ngen by the Original Agreement
(the “2/5/14 Note”), the Convertible Promissory Note in the initial principal
amount of $5,000, dated as of February 21, 2014, as assigned from Greenfield to Ngen
by the Original Agreement (the “2/21/14 Note”), the Convertible Promissory
Note in the initial principal amount of $3,000, dated as of December 1, 2014, as assigned
from Greenfield to Ngen by the Original Agreement (the “12/1/14 Note”), each
of which were originally payable by Greenfield to Codes Capital LLC (“CC”),
but which has subsequently been sold and assigned by CC to More Capital LLC (“More
Capital”), and the Convertible Promissory Note in the initial principal amount
of $215,500, dated as of July 5, 2019 payable to More Capital by Greenfield, as assigned
from Greenfield to Ngen by the Original Agreement (the “7/5/19 Note”) and
the Warrant dated as of July 24, 2019, in favor of More Capital to acquire 58,205,926
shares of Greenfield Common Stock entered into in connection therewith, as assigned from
Greenfield to Ngen by the Original Agreement (the “7/24/19 Warrant”);
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(x)
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The
Convertible Promissory Note in the in the initial principal amount of $215,000, dated
as of August 13, 2019 payable to More Capital by Ngen (the “8/13/19 Note”);
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(xi)
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The
Note Purchase Agreement by and between Ngen and CareBourn, L.P, dated as of August 15,
2019 (the “8/15/19 NPA”) and the Convertible Promissory Note in the initial
principal amount of $860,000, dated as of August 15, 2019 payable to CareBourn, L.P by
Ngen, issued in connection therewith (the “8/15/19 Note”) and the Warrant
dated as of August 15, 2019, in favor of CareBourn, L.P, to acquire 720,000 shares of
common stock, no par value per share, of Ngen (the “Ngen Common Stock”) entered
into in connection therewith (the “8/15/19 Warrant”);
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(xii)
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The
Note Purchase Agreement by and between Ngen and CareBourn, L.P, dated as of September
3, 2019 (the “9/3/19 NPA”) and the Convertible Promissory Note in the initial
principal amount of $69,875, dated as of September 3, 2019 payable to CareBourn, L.P
by Ngen, issued in connection therewith (the “9/3/19 Note”); and
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(xiii)
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The
Note Purchase Agreement by and between Ngen and CareBourn, L.P, dated as of September
12, 2019 (the “9/12/19 NPA”) and the Convertible Promissory Note in the initial
principal amount of $241,875, dated as of September 12, 2019 payable to CareBourn, L.P
by Ngen, issued in connection therewith (the “9/12/19 Note”).
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In
addition, the Agreement amends each of the Assigned Agreements to provide that each such Assigned Agreement which was governed
by and laws of the State of Nevada shall be governed by the laws of the State of Texas.
The
foregoing description of the Agreement is not a complete description of all of the parties’ rights and obligations under
the Agreement, and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this
current report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits
The
following exhibits are filed with this report:
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 thereunto duly authorized.
Date:
September 23, 2019
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Liberated
Solutions, Inc.
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By:
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/s/
Ed Carter
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Ed
Carter
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CEO
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