Item 1.01 Entry into a Material Definitive Agreement
On November 30, 2022, we completed an acquisition agreement described in Item 1.01 of our December 1, 2022 Form 8-K, as follows, which agreement is amended pursuant to the April 6, 2023 Addendum Agreement as described below.
November 30, 2022 Acquisition Agreement with Houdini Group, Inc., Global Consortium Group, LLC, and Thomas Roland
On November 30, 2022, we completed an acquisition agreement between and among us as Integrated Cannabis Solutions, Inc., a Nevada Corporation and Securities and Exchange Commission reporting company, Houdini Group, Inc. (“Houdini” or “Buyer”), a Nevada corporation and our wholly owned subsidiary, Global Consortium Group, LLC. (“Global”), a California Corporation (“Global”), and Thomas Roland, Global’s President (“Roland”). Global and Roland are collectively referred to herein as the “Seller.” The agreement provides for the 100% acquisition of Global pursuant to the following provisions: (a) the closing date for the 100% Acquisition of Global will be 3 days after the audited financials have been presented and accepted by the Buyer; (b) Houdini shall issue 250,000 shares of its Common stock to Roland; (c) we, as Integrated Cannabis, agree to invest $1,000,000 in Houdini after the Closing from the proceeds of a Regulation A Offering that we will file; (d) if the investment is not completed within 60 days after an audit is delivered, then Roland can either choose to extend the time for the investment or request 150,000 additional shares of Houdini be issued to him, or rescind the transaction; (e) upon the Closing, the operations of Global shall become the operations of the Buyer; (f) Roland shall remain as the President of Global and continue to manage its operations; (g) after the Closing, we will appoint Roland as a member of our Board of Directors or anyone he chooses to be his proxy to fill that seat; (h) prior to completion of the Closing, the Buyer and Roland shall complete an Employment Agreement providing for Roland’s responsibilities as Global’s President; (i) we will grant Cashless Stock Options to Roland, the terms and number of Stock Options of which shall be subject to negotiation between the Parties.
Global, which operates Houdini as a DBA, is a California cannabis extraction company that develops and manufactures quality THC oils and concentrates.
Addendum Agreement dated April 6, 2023, to the November 30, 2022, Acquisition Agreement
On April 6, 2023, we amended the consideration provisions of the above described November 30, 2022 Acquisition Agreement as follows:
1.1 Houdini shall issue 250,000 shares of its Common stock to Roland.
1.2 Global shall work with Buyer to conduct an audit of its 2021 and 2022 financials. If the audit is not completed within 90 days after Closing, then Houdini can either choose to extend the time for the audit or rescind the transaction.
1.3 Integrated Cannabis shall agree to invest $1,000,000 in Houdini after the Closing from the proceeds of a Regulation A Offering that Integrated Cannabis is filing. If the investment is not completed within 90 days after Closing, then Roland can either choose to extend the time for the investment or rescind the transaction.
1.4 Upon the Closing, the operations of Global shall become the operations of the Buyer.
1.5 Buyer and Seller agree to bear all expenses incurred by this transaction, not limited to legal, accounting, and filing fees. However, should either Buyer or Seller choose to rescind the transaction, they would need to pay the other party (the Buyer or the Seller as the circumstances dictate) One Hundred Thousand Dollars ($100,000) as a breakup fee.
2.1 Except as expressly modified by this Addendum, all terms and provisions of the 11/30/22 Agreement shall remain in full force and effect.