Current Report Filing (8-k)
December 11 2020 - 5:25PM
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 11, 2020
FRESH PROMISE
FOODS, INC.
(Exact name
of registrant as specified in its charter)
Nevada
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000-24723
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88-0393257
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3416
Shadybrook Drive
Midwest
City, OK 73110
(Address
of principal executive offices)
405-733-1567
Registrant’s
telephone number, including area code
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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EXPLANATORY
NOTE
Item 1.01. Entry into
a Material Definitive Agreement.
SETTLEMENT AGREEMENT, WAIVER
AND RELEASE OF CLAIMS
The company and all parties have
executed this Agreement to be effective as of the Effective Date December 7, 2020.
The Agreement is in reference to
the Asset Purchase Agreement, dated June 27, 2017 by and between the company and “Giddy Up”. The Parties warrant and
represent that they seek to fully and mutually rescind the Purchase Agreement and, in so doing, for the Seller to acquire the
Subject Assets and, at the same time, for each of the Parties to fully and forever wave and release all claims, both known and
unknown, that each has or may have against any other party whether arising out of the Purchase Agreement or otherwise and whether
in tort or contract (the "Subject Claims") and for each of the Parties to fully and without qualification, indemnify
and hold all other Parties harmless from and against any Subject Claims, both known and unknown.
In the interest of furthering
the business interest of both parties, the parties have agreed to enter into an exclusive licensing agreement for the Giddy Up
brand in the category of alcoholic beverages. The terms of this licensing agreement will be defined under a separate “Licensing
Agreement" that will be executed by both parties within 30 days of the execution of this Settlement Agreement.
A copy of the Agreement
is attached as Exhibit 2.1 thereto. The description of the Agreement therein is qualified by the terms of the full text of the
agreement attached thereto and the terms thereof are incorporated therein by reference.
Item 9.01
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Financial Statements and Exhibits
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SIGNATURE
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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FRESH PROMISE FOODS, INC.
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Date: December 11, 2020
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By:
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/s/
Joe E. Poe Jr.
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Name:
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Joe E. Poe Jr.
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Title:
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CEO
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