Current Report Filing (8-k)
AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
of Report (Date of earliest event reported): December 11,
PROMISE FOODS, INC.
name of registrant as specified in its charter)
or other jurisdiction
City, OK 73110
of principal executive offices)
telephone number, including area code
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Item 1.01. Entry into a Material Definitive
AGREEMENT, WAIVER AND RELEASE OF CLAIMS
company and all parties have executed this Agreement to be
effective as of the Effective Date December 7, 2020.
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.
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
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.
Statements and Exhibits
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.
PROMISE FOODS, INC.
December 11, 2020
Joe E. Poe Jr.
E. Poe Jr.