Item 1.01. Entry into a Material Definitive Agreement.
On April 20, 2022, Digipath, Inc. ("the "Company"), and Digipath Labs, Inc.
("Digipath Labs"), a wholly-owned subsidiary of the Company, entered into an
Asset Purchase Agreement (the "Purchase Agreement") with DPL NV, LLC ("Buyer"),
pursuant to which Digipath Labs has agreed to sell substantially all of its
assets to Buyer for a cash purchase price of $2,300,000 (the "Purchase Price").
The Purchase Price is subject to adjustments at closing based on, among other
things, the amount by which the working capital of Digipath Labs at the closing
is greater or less than $150,000.
The Purchase Agreement includes a number of representations, warrantees,
covenants and conditions to closing customary for this type of transaction. In
addition, the closing of the transaction is subject to the approval of the
Nevada Cannabis Compliance Board (the "CCB"). In the event CCB approval is not
obtained by June 30, 2024, or any other condition to closing has not been
satisfied by such date, either party may terminate the Purchase Agreement.
Pursuant to the Purchase Agreement, the Buyer deposited $230,000 into an escrow
account upon the execution of the Purchase Agreement, and such amount will
continue to be held in escrow for a 12-month period following closing to satisfy
any indemnification claims Buyer may have against Digipath Labs.
In connection with the transactions contemplated by the Purchase Agreement,
Digipath, Digipath Labs and Buyer entered into a Management Services Agreement
(the "Management Services Agreement"), dated as of April 30, 2023, pursuant to
which Buyer has been engaged to manage the operation of Digipath Labs' cannabis
testing laboratory (the "Lab"). The effectiveness of the Management Services
Agreement is subject to the approval of the CCB, which has not yet been
obtained. Pursuant to the Management Services Agreement, after the payment of
expenses to third parties and a payment of 15% of cash collections to Digipath
(but not less than $15,000) in each month, Buyer will be entitled to a
management fee of $10,000 per month. Any remaining cash generated from the
operation of the Lab in any month will be payable 45% to the Buyer and 55% to
the Company.
The descriptions of the Purchase Agreement and Management Services Agreement are
qualified in their entirety by reference to the actual terms thereof, which have
been filed as Exhibits 2.1 and 10.1 to this Current Report on Form 8-K, and
which are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2023, Bruce Raben submitted a letter to the Company resigning from his
position as a director of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 2.1 Asset Purchase Agreement between Digipath, Inc., Digipath Labs,
Inc. and IHE Holdings, LLC, dated April 20, 2023
Exhibit 10.1 Management Services Agreement between Digipath, Inc., Digipath
Labs, Inc. and IHE Holdings, LLC, dated April 20, 2023
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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