Life On Earth, Inc. (OTCPK:LFER) entered into binding Letter of Intent to acquire SmartAxiom Inc. on February 25, 2021. As of April 16, 2021, Life On Earth, Inc. entered into a Stock Purchase Agreement to acquire all the outstanding common stock shares of SmartAxiom for $6.25 million. The Agreement was supplemented by First and Second Addendum Agreements, dated April 30, 2021 and May 11, 2021, respectively. The Acquisition Agreements provide for the purchase of 100% of the SmartAxiom’s issued and outstanding shares for the purchase price of $6,250,000, which consideration consists of cash, common stock shares and a new Series D Convertible Preferred Shares convertible, over an eighteen month earn out schedule, into Life On Earth's common stock shares with a floor price of twenty cents, and an Earn-Out by SmartAxiom to be paid in common stock. Life On Earth will also provide an additional $2,000,000 in working capital from the public or private markets by no later than 18 months from the close of the SmartAxiom Acquisition. Upon closing the SmartAxiom acquisition, SmartAxiom will operate as a wholly owned subsidiary of Life On Earth. The transaction is subject to a definitive agreement and LFER’s due diligence, the terms, new executive team, and company description of which will be disclosed in Form 8-K upon closing of the transaction. Life On Earth, Inc. (OTCPK:LFER) completed the acquisition of SmartAxiom Inc. on May 11, 2021. Pursuant to the Acquisition Agreements, Life On Earth will be issuing securities as compensation to the SmartAxiom Shareholders, as follows: (a)13,000,000 Common Stock Shares; (b) $2,100,000 of a new Series D Convertible Preferred Shares, which is convertible into Life On Earth common stock with a floor price of twenty cents and $2,200,000 to be paid pursuant to a full earnout based on SmartAxiom GAAP revenue recognition. The SmartAxiom team will be joining Life On Earth.