U.S. SECURITIES AND EXCHANGE
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 2, 2019
Concierge Technologies, Inc.
(Exact name of registrant as specified in its charter)
(state of incorporation) (Commission File Number) (IRS Employer I.D. Number)
1202 Puerta Del Sol
San Clemente, CA 92673
Tel. (949) 429-5370
Fax. (888) 312-0124
(Address and telephone number of registrant's principal
executive offices and principal place of business)
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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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class of Security
Name of Exchange on Which Registered
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 ☐
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Termination of Material Definitive Agreement
As previously disclosed in the Current Report on Form 8-K filed on June 27, 2019, on June 24, 2019, Concierge Technologies, Inc., a Nevada Corporation (“Concierge”), through its wholly owned subsidiary Gourmet Foods, Ltd., a New Zealand corporation (“Gourmet Foods”), entered into a definitive Asset Purchase Agreement (the “Agreement”) with RG & MK Wilson Limited, a New Zealand corporation (the “Sellers”) to purchase all rights, title and interest in the food manufacturing business carried on by the Sellers known as “Maketu Pies”. Pursuant to the Agreement, Gourmet Foods would have paid the Sellers a purchase price of $3,015,000 NZD (approximately $2,080,000 USD) (the “Purchase Price”), a portion of which would have been paid in shares of Concierge’s common stock. To ensure the performance of Gourmet Foods’ financial responsibilities under the terms of the Agreement, Concierge had agreed to make a loan to Gourmet Foods up to US$1,400,000 at 0% interest with no maturity date to be used for the Purchase Price.
The Agreement provided for a due diligence period of 30 business days from the date of the Agreement with closing scheduled to commence five business days following the completion of the due diligence period. During the due diligence period, Gourmet Foods was entitled to review documents and materials it reasonably believed pertinent to evaluate Maketu Pies and its decision to acquire the business, including the leased property where the food manufacturing business is carried out. During this period, Gourmet Foods discovered issues of sufficient significance to terminate the Agreement and the proposed transaction. Accordingly, Gourmet Foods and Maketu Pies mutually agreed to terminate the Agreement effective July 31, 2019 with no further cause or effect beyond the matters of confidentiality.
A description of the Agreement is set forth under “Item 1.01. Entry into a Material Definitive Agreement” in the Current Report on Form 8-K filed with the Commission on June 27, 2019 and is incorporated by reference in this Item 1.02.
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.
Date: August 2, 2019
CONCIERGE TECHNOLOGIES, INC.
/s/ Nicholas Gerber
Chief Executive Officer