Current Report Filing (8-k)
October 18 2018 - 5:05PM
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
October
16, 2018
Date
of Report (Date of earliest event reported)
CRUZANI,
INC.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
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(State
or other jurisdiction of incorporation)
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000-54624
|
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26-4144571
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(Commission
File Number)
|
|
(IRS
Employer Identification No.)
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3500
Lennox Road, Suite 1500, Atlanta, Georgia 30326
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(Address
of principal executive offices)
|
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(404)
419-2253
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(Registrant’s
telephone number, including area code)
|
|
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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:
☐
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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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I
ndicate
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. ☐
Cautionary
Note Regarding Forward-Looking Statements
T
his
Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements
are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based
on information currently available to the Company. By their nature, forward-looking statements address matters that are subject
to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry
growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety
of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those
expressed in or contemplated by the forward-looking statements. The Company undertakes no obligation to publicly update or revise
any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required
by applicable securities laws.
Item
7.01 Regulation FD Disclosure.
On
October 16, 2018, Cruzani, Inc. f/k/a U.S. Highland, Inc. (the “Company”) issued a press release entitled “CRUZANI
to Acquire Vitamin Infused Water Beverage Company as First Step to Entering New Infused Products Market,” describing its
recent entry into a letter of intent (the “LOI”) concerning the Company’s potential acquisition of intellectual
property assets pertaining to “VitaminFIZZ.” A copy of the press release is hereby furnished as Exhibit 99.1 and incorporated
herein by reference.
Item
8.01 Other Events.
Pursuant
to the terms of the LOI, the closing of such transaction is expected to occur no later than November 30, 2018, and the purchase
price will be $60,000. Additionally, in connection with such closing, the seller of such assets will enter into a confidentiality,
non-competition and non-solicitation agreement having a term of five years. Pursuant to the LOI, the definitive agreement is to
contain customary representations, warranties and conditions to closing.
Item
9.01 Financial Statements and Exhibits.
*
filed herewith
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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CRUZANI,
INC.
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|
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Date: October
18, 2018
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By:
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/s/
Everett M. Dickson
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Everett
M. Dickson
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|
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Chief
Executive Officer
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