Current Report Filing (8-k)
July 25 2019 - 6:02AM
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):
July 10, 2019
DRIVEN DELIVERIES, INC.
(Exact
name of registrant as specified in charter)
Delaware
|
|
333-209836
|
|
32-0416399
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
5710 Kearny Villa Road, Ste 205 San Diego, CA 92123
(Address
of Principal Executive Offices) (Zip Code)
(833) 378-6420
(Registrant’s
Telephone Number, Including Area Code)
Not Applicable
(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):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Title
of each class
|
|
Ticker
symbol(s)
|
|
Name of
each exchange on which registered
|
Not
Applicable
|
|
Not
Applicable
|
|
Not
Applicable
|
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 mart 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.
On July 10, 2019 (the “Closing Date”), Driven
Deliveries, Inc. (the “Company”), a Delaware
corporation, and Mountain High Recreation, Inc. (“MH”),
a California corporation, entered into an Asset Purchase Agreement
(the “Agreement”), pursuant to which the Company
acquired certain assets from MH as specified in the Agreement,
which included (i) the option to purchase to MH’s California
Cannabis - Retailer Nonstorefront License (ii) the option to
purchase a certain real property lease located at 8 Light Sky Ct,
Sacramento, CA 95828 associated with that certain license , (iii)
the right to use all trademarks and intellectual property
associated with the MH brand (the “Assets”). The
Company assumed no liabilities of MH. The transactions contemplated
by the Agreement, closed on July 10, 2019 (the
“Closing”).
Pursuant to the Agreement, the Company shall, as consideration for
the Assets, pay to MH the following: $200,000 at Closing, $150,000
on or before December 20, 2019, $150,000 on or before March 31,
2020, $250,000 at the end of the twelfth (12
th
)
month (on a rolling basis) following the Closing Date and $250,000
at the end of the twenty-fourth (24
th
)
month (on a rolling basis) following the Closing Date. In addition,
at the Closing, the Company issued to MH 1,000,000 shares of its
common stock . At the end of the twelfth month (on a rolling basis)
from the Closing Date, the Company shall issue to MH warrants to
purchase 2,000,000 shares of the Company’s Common Stock with
an exercise price equal to the per share purchase price paid by
investors of the Company’s then most recent private placement
and exercisable for a period of three (3) years from the date of
issuance (the “2020 Warrants”). At the end of the
twenty-fourth month (on a rolling basis) from the Closing Date, the
Company shall issue to MH warrants to purchase 2,000,000 shares of
the Company’s Common Stock with an exercise price equal to
the per share purchase price paid by investors of the
Company’s then most recent private placement price,
exercisable for a period of three (3) years from the date of
issuance (the “2021 Warrants”). The 2020 Warrants and
2021 Warrants are subject to adjustment, based on the amount of
gross revenue the Company recognized in connection with the
Assets.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Agreement, a copy of which is attached hereto as
Exhibit 2.1 and is incorporated herein by reference.
Separate from the Agreement, on July 12, 2019, the Company entered
into employment agreements with the two principals of MH, Kenneth
Cordoba and Chelsea Cordoba.
Item 8.01. Other Events.
On July 15, 2019, the Company issued a press release announcing the
Agreement. A copy of the press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
|
|
Description
|
|
|
|
|
|
Asset Purchase Agreement,
dated as of July 10, 2019, between
Driven Deliveries, Inc. and Mountain
High Recreation, Inc.
|
|
|
|
|
|
Press release,
dated July 15, 2019.
|
SIGNATURES
Pursuant to the
requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
Driven
Deliveries, Inc.
|
|
|
|
|
|
Date:
July
24, 2019
|
By:
|
/s/ Brian Hayek
|
|
|
|
Name: Brian Hayek
|
|
|
|
Title: President
|
|