| Item 1.01.a. | Entry Into Material Definitive Agreement -- Acquisition |
On December 30, 2022, our subsidiary, United Product
Development Corp., a Nevada corporation (“United Product” or the “Purchaser”), completed an Asset Purchase Agreement
(the “Agreement”) with Hall Global, LLC , a Texas Limited Liability Company (“Hall Global” or the “Seller”),
providing for United Product’s purchase of the following assets from Hall Global: (a) Tooling consisting of all models, designs,
drawings, molds, dies, casting, and tooling; and (b) Equipment consisting of all furniture, fixtures, and equipment as listed in Schedule
A of Exhibit 10.1 attached hereto, but not to include certain Excluded Assets reflected in Schedule B of Exhibit 10.1 consisting of monies,
vendor accounts, intellectual property, certain equipment, and inventory. The Agreement was approved by our Board of Directors.
The asset purchase is in connection with our subsidiary’s
(United Product) intention to utilize the purchased assets to develop, manufacture, and sell beverage products. The Purchase Price to
be paid by United Product, the Purchaser, is $3,750,000 and consists of: (a) $1,250,000 of our Common Stock Shares valued at a fixed price
of $0.025 per Share; and (b) a $2,500,000 secured promissory note (the “Note”) payable by the Borrower, United Product, to
the Lender, Hall Global.
The Note provides for repayment by: (a) a payment
of principal and 12% interest of $1,000,000 and $225,000, respectively, on December 31, 2023; and (b) a payment of principal and 12% interest
of $1,500,00 and $135,000, respectively, on December 31, 2024. The Agreement is subject to respective representations by the Purchaser
and the Seller and a mutual indemnification provision holding harmless the respective counterparty to the transaction.
The Note is further subject to a Security Agreement
providing that the Borrower, United Product, secures the Note’s Principal Sum of $2,500,000 with collateral consisting of: (a) all
of the Borrower’s right, title and interest in and to the Purchased Assets; and (b) all proceeds and replacements of the Purchased
Assets and any after acquired property.
Additionally, the Seller agrees to a 1 year non-complete
to not engage in any activity that competes with the Purchaser.
| Item 1.01.b. | Entry Into Material Definitive Agreement -- Disposition |
On December 31, 2022, we and our subsidiary, Vital
Behavioral Health Inc., a Nevada corporation (“Vital Health”), entered into settlement agreements and assignments of stock
with Gary Plichta and Samuel Kesaris (the “Investors”), whereby the Investors extinguished all of our and Vital Health’s
debts and obligations to the Investors, totaling in excess of $400,000, plus interest, in exchange for all of Vital Health’s ownership
in VBH Kentucky Inc., a Nevada corporation and previously majority held subsidiary of Vital Health (“VBHK”).
As of December 31, 2022, VBHK was operating at
a loss and unable to satisfy its recurring financial obligations to third parties.
The settlement agreements and assignments of stock
are attached hereto as Exhibits 10.4 through 10.7 and were approved by our Board of Directors.