Current Report Filing (8-k)
December 23 2019 - 5:27PM
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
Exchange Act of 1934
Date
of Report (Date of earliest event reported) December 17, 2019
Frelii,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
333-107179
& 000-51210
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980380519
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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2701
North Thanksgiving Way, Suite 100, Lehi, UT
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84043
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(833)
437-3544
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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:
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 [ ]
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.
Share
Purchase Agreements
On
December 17, 2019, Frelii, Inc. (the “Company”), and Genecor AI Inc. (“Genecor AI”) entered
into a share purchase agreement (“AI Purchase Agreement”), whereby the Company purchased 25 shares of Genecor AI’s
common stock, representing 25% of Genecor AI’s outstanding common stock, for a purchase price of $940,000 (the “AI
Purchase Price”). The Purchase Price is to be paid through the exchange of either shares of the Company’s
common stock representing a total value of $940,000 at a per share price of $0.25 or prepaid warrants.
The
foregoing description of the Genecor AI Share Purchase Agreement does not purport to be complete and is subject to, and qualified
in its entirety by reference to, the full text of the Genecor AI Share Purchase Agreement, a copy of which is filed as Exhibit
10.1 to this Current Report on Item 8-K.
On
December 17, 2019, the Company and Genecor Labs Inc. (“Genecor Labs”) entered into a share purchase agreement
(“Labs Purchase Agreement”), whereby the Company purchased 25 shares of Genecor Labs’ common stock, representing
25% of Genecor Labs’s outstanding common stock, for a purchase price of $752,000 (the “Labs Purchase Price”).
The Purchase Price is to be paid through the exchange of either shares of the Company’s common stock representing
a total value of $752,000 at a per share price of $0.25 or prepaid warrants.
The
foregoing description of the Genecor Labs Share Purchase Agreement does not purport to be complete and is subject to, and qualified
in its entirety by reference to, the full text of the Genecor Labs Share Purchase Agreement, a copy of which is filed as Exhibit
10.2 to this Current Report on Item 8-K.
Collaboration
Agreement
On
December 17, 2019, the Company and Genecor AI entered into a collaboration agreement (the “Collaboration Agreement”),
whereby the Company granted a Genecor AI rights internationally (outside of the United States) to act as the Company’s authorized
sales representatives or to directly sublicense products related to the Company’s proprietary artificial intelligence software
platforms throughout Canada. The Collaboration Agreement provides that Genecor AI must meet a minimum sales quota of $1,000,000,
if Genecor fails to meet this minimum the Company shall have the right to convert the exclusive grant into a non-exclusive grant
of rights. Pursuant to the Collaboration Agreement Genecor AI shall remit twenty-five percent (25%) of all normalized net income,
as defined therein, as well as pay a one-time license fee of $750,000 to the Company.
The
foregoing description of the Collaboration Agreement does not purport to be complete and is subject to, and qualified in its entirety
by reference to, the full text of the Collaboration Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report
on Item 8-K.
Item
3.02 Unregistered Sales of Equity Securities.
On
December 17, 2019, the Company agreed to issue 3,760,000 shares of the Company’s class B common shares, or prepaid
warrants, to Helix Investment Partners pursuant to the AI Purchase Agreement in satisfaction of the AI Purchase
Price.
On
December 17, 2019, the Company agreed to issue 3,008,000 shares of the Company’s class B Common shares, or prepaid
warrants, to Helix Investment Partners pursuant to the Labs Purchase Agreement in satisfaction of the Labs Purchase
Price.
The
issuance of the securities set forth herein (the “Securities”) 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 a small number
of 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 individuals and the Company; and (f) each recipient of the Securities is an accredited investor.
Item
8.01 Other Events.
On
December 19, 2019, the Company issued a press release announcing the signing of the share purchase and the collaboration agreements.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
Dated:
December 23, 2019
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Frelii,
Inc.
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By:
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/s/
Ian G. Jenkins
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Ian
G. Jenkins
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Chief
Executive Officer, Chief Financial Officer
and Director
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Frlii (CE) (USOTC:FRLI)
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