Item 1.01 - Entry into a Material Definitive Agreement
On May 17, 2021, our wholly-owned subsidiary ST Brands, Inc. ("STB") entered
into a Membership Interest Purchase Agreement (the "Agreement") with Infinite
Product Company, LLC, a Colorado limited liability company ("Infinite"). Under
the Agreement, and the shareholders of STB (each a "Shareholder" and
collectively the "Shareholders"). Under the Agreement, ST agreed to acquire 49%
of the membership interests in Infinite, with an option to acquire the
additional 51% of the membership interests in Infinite upon the fulfillment of
certain conditions.
Within 15 days of execution of the Agreement, ST shall furnish funds sufficient
to pay and retain a PCAOB qualified auditor for Infinite, and we shall issue and
place into escrow $8.8 million worth of our common stock. Upon Infinite's
delivery of its audited consolidated financial statements for its fiscal years
ended December 31, 2020 and 2019, the $8.8 million worth of New You, Inc. common
stock in escrow shall be released and ST shall be required to pay the sum of $1
million in cash.
The Agreement is filed herewith as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Membership Interest Purchase Agreement
99.1 Press Release
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