Current Report Filing (8-k)
August 03 2018 - 9:25AM
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 31, 2018
Frélii,
Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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333-107179
& 000-51210
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980380519
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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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2600
W. Executive Pkwy.,
Suite
500
Lehi,
UT 84043
(Address
of Principal Executive Offices)
(833)
437-3544
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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[ ]
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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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Throughout
this Report on Form 8-K, the terms the “Company,” “we,” “us” and “our” refer to
Frélii, Inc. and “the Board” refers to the Board of Directors of Frélii, Inc.
Item
1.01 Entry Into A Material Definitive Agreement
On
July 31, Frélii, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)
with Kingdom Life Sciences, LLC., a Utah limited liability company (“KLS”) pursuant to which the Company acquired
certain nutritional supplement product inventory and related intellectual property for the products currently being marketed and
sold on the Company’s website as “Keotone” and “Keospark”. In consideration of the foregoing asset
purchase and intellectual property assignment, the Company agreed to pay an outstanding liability of KLS of $19,244, and issue
to KLS or its members an aggregate of twenty thousand (20,000) Class B Common Stock shares of the Company.
The
Asset Purchase Agreement contains standard and customary representations, warranties and covenants. The foregoing description
does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which
is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
Company’s Chief Executive Officer and director Ian Jenkins is also an equity holder of Flagship Trust, a member and equity
holder of KLS. Gregory Mongeon and Christopher Dean, both former officers and directors of the Company, are also members and equity
holders of KLS. The source of funds for the purchase will be current cash of the Company.
The
foregoing transaction was approved by a majority vote of the Company’s Board of Directors in a meeting held on May 15, 2018.
As interested directors, both Ian Jenkins and Gregory Mongeon, abstained from voting on the transaction.
On
July 31, 2018, the Company entered into an Intellectual Property Assignment Agreement with KLS whereby KLS agreed to transfer
to the Company all rights, title, and interest in certain intellectual property, including but not limited to trademarks, copyrights,
and any other registered intellectual property related to the nutritional supplement products currently marketed and sold as “Keotone”
and “Keospark.”
The
Intellectual Property Assignment Agreement contains standard and customary representations, warranties and covenants. The foregoing
description does not purport to be complete and is qualified in its entirety by reference to the Transfer and Assumption Agreement,
a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The securities issued
pursuant to the Asset Purchase agreement were not registered under the Securities Act. These securities qualified for exemption
under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering
was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the
deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which
we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment
intent as required by Section 4(2) of the Securities Act since the Conventions Shareholders agreed to and received share certificates
bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures
that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities
Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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2.1
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Form of Asset Purchase Agreement dated as of July 31, 2018, by and among Frélii, Inc. and Kingdom Life Sciences, LLC., a Utah limited liability company (“KLS”), including Disclosure Schedule, KLS Secretary’s Certificate, Bill of Sale, and KLS Member Resolution.
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2.2
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Form of Intellectual Property Assignment Agreement, dated as of July 31 2018, by and between Frélii, Inc., a Nevada corporation and Kingdom Life Sciences, LLC.
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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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Frélii,
Inc.
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Date:
August 3, 2018
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By:
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/s/
Ian Jenkins
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Name:
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Ian
Jenkins
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Title:
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Chief
Executive Officer
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