Current Report Filing (8-k)
March 02 2020 - 5:26PM
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: March 2, 2020
(Date of earliest event reported)
ITEM 9 LABS CORP.
(Exact name of registrant as specified in its
charter)
Delaware
|
|
000-54730
|
|
96-0665018
|
(State of other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
2727 N 3rd Street, Suite
201, Phoenix AZ 85004
(Address of principal executive offices and
zip code)
1-833-867-6337
(Registrant’s telephone number, including
area code)
_______
(Former name or former address, if changed since last report)
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 the 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))
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. ☐
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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
|
|
|
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On February 27,
2020, Item 9 Labs Corp., a Delaware corporation (“Company”), and an unnamed wholly owned subsidiary (“Merger
Sub”), entered into an Agreement and Plan of Merger (the “Agreement”) with OCG Inc., a Colorado corporation (“Target”),
pursuant to which the Merger Sub will be merged with and into the Target in a reverse triangular merger with the Target continuing
as the surviving entity as a wholly-owned direct subsidiary of the Company (“Merger”). Effective upon the completion
of the Merger, the Target shareholders shall become stockholders of the Company through the receipt of the Merger Consideration
as defined below. Each of the parties referred to above may be referred to herein as a “Party” and collectively
as the “Parties”.
Merger Consideration
On the terms
and subject to the conditions set forth in the Agreement, upon the completion of the Merger, the Target Shareholders shall become
stockholders of the Company through the receipt of an aggregate 30,000,000 restricted shares of the Common Stock of the Company
(“Merger Consideration”).
Upon closing
of the Merger, and subject to the terms and conditions of the Agreement, the Merger Sub shall be merged with and into the Target
(the Target following the Merger is sometimes referred to in this Agreement as the “Surviving Corporation”),
the separate existence of the Merger Sub shall cease, and the Target shall survive the Merger. The Surviving Corporation will possess
all properties, rights, privileges, powers, and franchises of the Target and Merger Sub, and all of the claims, obligations, liabilities,
debts and duties of the Target and Merger Sub will become the claims, obligations, liabilities, debts and duties of the Surviving
Corporation.
Governance
of the Combined Company
Upon closing
of the Merger, Target may nominate, and the Company agrees to appoint, two persons designated by Target to the Company’s
Board of Directors.
Conditions
to the Merger
The
parties’ obligation to consummate the Merger is subject to the satisfaction or waiver of customary closing
conditions for both parties, including (i) the adoption of the Agreement by the requisite vote of the stockholders of
Target, (ii) the adoption of the Agreement by the requisite vote of the stockholders of Company, (iii) the approval of
the issuance of shares of Company Common Stock as Merger Consideration; (iv) and an appropriate level and Director and
Officers Liability Insurance shall be in place, and (v) certain other customary
conditions relating to the parties’ representations and warranties in the Agreement and the performance of their
respective obligations. The consummation of the Merger is subject to a financing contingency that Company must raise
approximately $2,000,000.
The Company has made customary representations
and warranties in the Agreement. The Agreement also contains customary covenants and agreements, including covenants and agreements
relating to the conduct of the Company’s business between the date of the signing of the Agreement and the closing of the
transactions contemplated under the Agreement. The representations and warranties made by the Company are qualified by disclosures
made in its disclosure schedules and Securities and Exchange Commission (“SEC”) filings.
The Merger
is conditioned on the accuracy and correctness of the representations and warranties made by the other party on the date of the
Agreement and on the Closing Date (as defined in the Agreement) or, if applicable, an earlier date (subject to certain “materiality”
and “material adverse effect” qualifications set forth in the Agreement with respect to such representations and warranties)
and the performance by the other party in all material respects of its obligations under the Merger Agreement.
Under
the Agreement, each of the Company and Target have agreed to use commercially reasonable efforts to consummate the Merger, including
using best efforts to obtain all required regulatory approvals.
A copy
of the Agreement is filed with this Current Report on Form 8-K as Exhibit
2.1 and is incorporated herein by reference, and the foregoing description of the Agreement is qualified in its entirety by reference
thereto.
Item 9.01
|
Financial Statements and Exhibits.
|
(c) Exhibits.
|
|
|
|
|
2.1*
|
|
Agreement and Plan of Merger, dated as of February 27, 2020,
by and among Item 9 Labs Corp, OCG Inc., and [Merger Sub] Inc.
|
|
|
|
|
|
*
|
Schedules omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request, provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedule or exhibit so furnished.
|
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.
|
ITEM 9 LABS CORP.
|
|
|
|
Dated: March 2, 2020
|
By:
|
/s/ Andrew Bowden
|
|
|
Andrew Bowden
|
|
|
Chief Executive Officer
|
Item 9 Labs (CE) (USOTC:INLB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Item 9 Labs (CE) (USOTC:INLB)
Historical Stock Chart
From Sep 2023 to Sep 2024