Item 1.01 Entry into a Material Definitive Agreement.
On or about September 8, 2020, the company entered into a Contribution Exchange
Agreement with Steep Hill, Inc. As a result of the transaction, EVIO Inc. and
Steep Hill Inc, will jointly operate a medical and adult use cannabis testing
and analytical testing laboratory at 2448 Sixth Street, Berkeley, CA 94710. The
joint venture company C3 Labs, LLC, was previously a wholly owned subsidiary of
EVIO Inc. Under terms of the Agreement, Steep Hill will contribute specific
assets to C3 Labs for 161,429 Class A Units constituting a 49% percent interest
of C3 Labs. C3 Labs is willing to assume from Steep Hill certain assumed
liabilities all upon the terms and subject to the conditions set forth in the
Contribution and Exchange Agreement.
Under the transaction, C3 Labs will acquire and Steep Hill will contribute the
tangible personal property to the extent used by Steep Hill in the conduct of
the business (exclusive of the Steep Hill licensing business), including the
equipment, inventory, receivables and other tangible property; all rights in
respect of the Leased property at 2448 Sixth Street, Berkeley, CA 94710 the
rights of Steep Hill under the material contracts to the extent relating to the
Business (to the extent such contracts are transferable); all licenses, permits
and agreements relating to the Business.
In conjunction with the Contribution Exchange Agreement, Steep Hill Inc. has
entered into a promissory note to pay C3 Labs, LLC, $320,000. The funds are due
within 90 days and accrue an annualized interest rate of 1.49. If Steep Hill
fails to pay C3 Labs, LLC the funds, Steep Hill has pledged its ownership of
129,143 Class A Units of C3 Labs. Which reduce their overall ownership from 49%
to effectively 9.8%.
In consideration of the execution of the Contribution Exchange Agreement, C3
Labs LLC has entered into a license agreement with Steep Hill, Inc which
includes a Technology License Grant and Service Mark License Grant. The license
agreement will be based on 5% of the testing services performed by the C3 Labs
LLC. Upon approval of the BCC and local authorities, C3 Labs, LLC will operate
at Steep Hill California.
Item 7.01 Regulation FD Disclosure.
In conjunction with the California Cannabis Rules, cannabis licenses are no
transferable between addresses. As such, Steep Hill, Inc. when they relocated to
2448 Sixth Street, had initiated the process to obtain a new license from the
Bureau of Cannabis Control "BCC". At this time, that license application is
still pending with the BCC. EVIO and C3 Labs will take the lead on completing
the application with the BCC. There is no standard time for issuance of the
license from the BCC.
Item 8.01 Other Events
In conjunction with the initial Membership Interest Purchase Agreement with
Green Analytics to sell 49% of Viridis Analytics, MA, subject to approval of the
Massachusetts Cannabis Control Commission, the MIPA has been revised to sell
100% of Viridis Analytics, MA to Green Analytics, subject to approval of the
Massachusetts Cannabis Control Commission. Green Analytics will assume certain
debts and obligations of Viridis Analytics. Green Analytics is currently paying
all on-going obligations of Viridis Analytics, with certain obligations, such as
rent and insurance being off-set from the purchase price. Upon the approval of
the MA CCC, will a final outstanding amount due to EVIO Inc will be finalized.
Forward-Looking Statements
Statements contained in this current report that are not statements of
historical fact are intended to be and are hereby identified as "forward-looking
statements" for purposes of the safe harbor provided by the Private Securities
Litigation Reform Act of 1995. Generally, forward-looking statements include
expressed expectations of future events and the assumptions on which the
expressed expectations are based. All forward-looking statements are inherently
uncertain as they are based on various expectations and assumptions concerning
future events and they are subject to numerous known and unknown risks and
uncertainties which could cause actual events or results to differ materially
from those projected. The Company undertakes no obligation to update or revise
this current report to reflect future developments except as otherwise required
by the Securities Exchange Act of 1934.
© Edgar Online, source Glimpses