Item 1.01 Entry into a Material Definitive Agreement.
On August 22, 2017, CSA Holdings, Inc. (the “Company”) entered into a Debt Conversion, Accord and Satisfaction Agreement with Adriatic Advisors, LLC (“Adriatic”) and Jelena Doukas (“Doukas”). The Agreement provided for issuance of 8,000,000 shares of common stock of the Company in exchange for the cancellation of certain debt obligations of the Company and a mutual release of potential claims between the parties to the agreement. A copy of the Debt Conversion, Accord and Satisfaction Agreement by and among the Company, Adriatic, and Doukas is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the terms contained in this agreement is qualified in its entirety by reference to Exhibit 10.1.
On August 22, 2017, the Company entered into a Debt Conversion, Accord and Satisfaction Agreement with Pure Energy 714, LLC (“Pure Energy”). The Agreement provided for issuance of 7,000,000 shares of common stock of the Company in exchange for the cancellation of certain debt obligations of the Company and a mutual release of potential claims between the parties to the agreement. A copy of the Debt Conversion, Accord and Satisfaction Agreement by and among the Company and Pure Energy is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the terms of the mutual release contained in this agreement is qualified in its entirety by reference to Exhibit 10.2.
On August 24, 2017, the Company entered into a Stock Purchase Agreement with Emil Assentato (“Assentato”). The Agreement provided for the purchase and issuance of 10,756,528 shares of restricted common stock of the Company to Assentato for a purchase price of $300,000. A copy of the Stock Purchase Agreement by and among the Company and Assentato is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the terms this agreement is qualified in its entirety by reference to Exhibit 10.3.
On August 24, 2017, the Company entered into a Termination Agreement with Dixie Holdings, LLC (“Dixie”) and James Willett (“Willett”). The Agreement provided for issuance of 4,333,333 shares of restricted common stock of the Company to Dixie and 9,100,000 shares of restricted common stock of the Company to Willett in exchange for the cancellation of repayment obligations of the Company in the amount of $403,000 arising under the Unit Purchase Agreement between CSA, LLC, a wholly-owned subsidiary of the Company, Dixie and Willett dated October 15, 2013. A copy of the Termination Agreement by and among the Company, Dixie, and Willett is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the terms of the mutual release contained in this agreement is qualified in its entirety by reference to Exhibit 10.4.
On August 24, 2017, the Company entered into a Stock Purchase Agreement with Willett. The Agreement provided for the purchase and issuance of 1,333,333 shares of restricted common stock of the Company to Willett for a purchase price of $40,000. A copy of the Stock Purchase Agreement by and among the Company and Assentato is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the terms this agreement is qualified in its entirety by reference to Exhibit 10.5
Item 1.02 Termination of a Material Agreement.
On August 24, 2017, the Company terminated the Unit Purchase Agreement between CSA, LLC, a wholly-owned subsidiary of the Company, Dixie, and Willett dated October 15, 2013 (“Unit Purchase Agreement”). Under the Unit Purchase Agreement, the Company was to repurchase certain equity ownership interests of CSA, LLC held by Dixie and Willett. The Company was in default of its obligations under the Unit Purchase Agreement in the amount of $403,000. The Unit Purchase Agreement was terminated pursuant to the Termination Agreement by and among the Company, Dixie, and Willett dated August 24, 2017 which provided for the for issuance of 4,333,333 shares of restricted common stock of the Company to Dixie and 9,100,000 shares of restricted common stock of the Company to Willett in exchange for the cancellation of Company’s repayment obligations under the Unit Purchase Agreement.