Item 1.01 Entry into a Material Definitive Agreement.
On April 28, 2023, Indoor Harvest Corp. ("Indoor Harvest" or "Buyer") entered
into a Membership Interest and Stock Purchase Agreement (the "Agreement") with
Travis Priddy, ("Seller"), Opportunity Development Group, LLC, a South Carolina
limited liability company (the "Company"), 369 Hemp, Inc., a Nevada corporation
(the "Subsidiary") and John Burleson ("John Burleson") (the "Subsidiary," and
together with the Company, the "Acquired Companies" and each an "Acquired
Company"). Seller owns all of the issued and outstanding membership interests
(the "Membership Interests") of the Company; the Company owns 99.2% of the
Subsidiary and John Burleson owns 0.8% of the Subsidiary. The Agreement provides
that, subject to the terms and conditions set forth therein, Indoor Harvest will
indirectly, wholly-own the Subsidiary by acquiring John Burleson's interest in
the Subsidiary and Seller's Membership Interests in the Company (the "Merger").
Indoor Harvest's Board of Directors (the "Board") unanimously determined that
the transactions contemplated by the Agreement, including the Merger, are in the
best interests of Indoor Harvest and its stockholders, and approved the
Agreement and the transactions contemplated by the Agreement.
Under the terms of the Agreement, the aggregate purchase price of $1,675,000
consists of the following consideration: (i) a cash consideration payment at
closing consisting of eight hundred thousand dollars ($800,000) to each of
Seller and John Burleson in accordance with their Pro Rata Portion (as defined
therein), less the $313,089.45 due and owing to Indoor Harvest in connection
with certain nine separate promissory notes issued by the Company to Indoor
Harvest between July 27, 2022 and February 28, 2023, and (ii) a stock
consideration payment at closing consisting of one hundred twenty-five million
shares (125,000,000) of Indoor Harvest's common stock, $0.001 par value per
share.
369 Hemp, Inc. is a company engaged in the business of manufacturing and
distributing hemp cigarettes. Key commercial customers include Green Hemp Co.,
VGO Market, Xtreme Wholesale and other regional wholesalers, 369 Hemp Inc. has 8
employees and was founded in early 2019 and is based in Mocksville, North
Carolina.
The foregoing is intended to be a summary of the terms of the Agreement and is
subject to and qualified in its entirety by the text of the Agreement, a copy of
which is attached hereto as Exhibit 10.1.
Item 7.01 Regulation FD Disclosure.
On May 1, 2023, Indoor Harvest issued a press release announcing its entry into
the aforementioned Agreement.
A copy of the press release is attached herewith as Exhibit 99.1.
The information in this Item 7.01 disclosure, including Exhibit 99.1, is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities under that Section. In addition, the information in
this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by
reference into the filings of Indoor Harvest under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Membership Interest and Stock Purchase Agreement dated April 28,
2023.
99.1 Press Release dated May 1, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses