Current Report Filing (8-k)
July 06 2020 - 06:32AM
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
June 28, 2020
Date
of Report (Date of earliest event reported)
EVIO, Inc.
(Exact
name of registrant as specified in its charter)
Colorado |
|
000-12350 |
|
47-1890509 |
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
2340 W. Horizon Ridge Parkway, Ste 120
Henderson, NV
|
|
89052 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (702)
748-9944
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 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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
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 [X]
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.
Item
8.01 Other Events
Non-Binding
Letter of Intent
On
June 28, 2020, the company entered into a Non-binding Letter of
Intent for a Contribution Exchange Agreement with Steep Hill, Inc.
In the proposed transaction, Steep Hill will provide certain
laboratory assets and cash to C3 Labs in exchange for minority
ownership interest of C3 Labs. C3 Labs will assume from Steep Hill
certain liabilities, including the leased property at 2448 Sixth
St. Berkeley, CA. The exchange agreement excludes transfer of Steep
Hill’s licensing business and intellectual property. The
transaction is subject to the conditions set forth in a proposed
Agreement.
On
July 1, 2020 we learned that Steep Hill’s former CEO, J Michaele
Keller, had made this potential transaction public via press
release. This breach of confidentiality was aided by his attorneys,
Pryor Cashman LLP. EVIO regards this as a serious breach and is
reviewing any potential implications on the proposed transaction
and possible causes of action against Pryor Cashman.
Forward-Looking Statements
Statements
contained in this current report that are not statements of
historical fact are intended to be and are hereby identified as
“forward-looking statements” for purposes of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995.
Generally, forward-looking statements include expressed
expectations of future events and the assumptions on which the
expressed expectations are based. All forward-looking statements
are inherently uncertain as they are based on various expectations
and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could
cause actual events or results to differ materially from those
projected. The Company undertakes no obligation to update or revise
this current report to reflect future developments except as
otherwise required by the Securities Exchange Act of
1934.
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.
|
EVIO,
INC., |
|
|
|
Date:
July 2, 2020 |
By: |
/s/
William Waldrop |
|
|
William
Waldrop |
|
|
Chief
Executive Officer |