Current Report Filing (8-k)
August 07 2018 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 2, 2018
LIFE ON EARTH, INC.
(Exact name of Registrant as specified in
its Charter)
Delaware
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333-190788
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46-2552550
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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575 Lexington Avenue, 4
th
Floor, New York, NY 10022
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(Address of principal executive offices)
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(646) 844-9897
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(Registrant’s Telephone Number)
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(Former name or address, if changed since last report)
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
☐
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
☑
Life on Earth, Inc. is referred to herein as “we”
or “us”).
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Item 1.01
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Entry into a Material Definitive Agreement
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Item 1.01 Entry into a Material Definitive Agreement
On August 2, 2018, we completed a Common Stock
Purchase Agreement with The Chill Group, Inc. (“Chill Group”) and their shareholders (the “Sellers”) whereby
we purchased 100% of the common stock of Just Chill pursuant to the following terms: (a) we paid the Sellers on a pro-rata basis
1,636,363 shares of our restricted common stock (the “1,636,363 Shares), which shares are subject to a lockup and resale
restriction agreement; (b) we are required to pay to the Sellers on a pro-rata basis an additional aggregate of 1,090,909 of our
restricted common stock shares if and when the Just Chill Brand generates $900,000 in gross revenues, in a twelve month period;
(c) we are required to pay an additional $500,000 in our restricted common stock shares if and when the Just Chill Brand generates
$3,000,000 in gross revenues, in a twelve month period; (d) we are required to pay an additional $500,000 in our restricted common
stock shares if and when the Just Chill Brand generates $5,000,000 in gross revenues, in a twelve month period; (e) we assume a
maximum of $65,000 of JCG’s current debt/liabilities as of and immediately following the closing of the Transaction; (f)
we will enter into an Advisory Agreement with Max Baumann providing that Mr. Baumann will introduce strategic partners in investments,
marketing, and other strategic alliances; (g) we will issue the Sellers on pro-rata basis according to their respective ownership,
$850,000 of Two Year Warrants priced at $0.85; (h) upon Closing, Fernando “Oswaldo” Leonzo, or our designated representative
will be appointed President of Chill Group; (i) the 1,636,363 Shares will be issued to the Sellers 12 months after the closing;
(j) if after 12 months after the Sellers holding in the aggregate 1,636,363 Shares and if the price of the Shares is trading below
$0.30, we will issue the Sellers additional shares equal to the purchase price with a floor price of $0.20; (k) we will engage
Basemakers, a marketing and merchandising service company owned by Max Baumann, to represent all of our Portfolio Brands for a
two year discount(discount TBD).
Item 9.01
Financial Statements and Exhibits
See Exhibit Index.
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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LIFE ON EARTH, INC.
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Date: August 7, 2018
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By:
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/s/ Fernando Oswaldo Leonzo
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Fernando Oswaldo Leonzo
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Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number
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Description
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10.1
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Common Stock Purchase Agreement
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10.2
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Lockup and Resale Restriction Agreement
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99.1
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Press Release, dated August
7
, 2017
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