Current Report Filing (8-k)
03 5월 2023 - 7:02PM
Edgar (US Regulatory)
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2023-04-20
2023-04-20
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): April
20, 2023
Digipath,
Inc.
(Exact
name of registrant as specified in charter)
Nevada
|
|
000-54239
|
|
27-3601979
|
(State
or other Jurisdiction of
Incorporation or Organization) |
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.) |
6450
Cameron Street, Suite 113 Las Vegas, NV |
|
89118 |
(Address of principal executive
offices) |
|
(zip code) |
(702)
527-2060
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any
of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Digipath,
Inc. |
|
|
|
|
Date: May 2, 2023 |
|
|
|
|
By: |
/s/
A. Stone Douglass |
|
|
A.
Stone Douglass |
|
|
Chief
Financial Officer |
Digipath (PK) (USOTC:DIGP)
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