Current Report Filing (8-k)
30 July 2022 - 12:31AM
Edgar (US Regulatory)
0001664127
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0001664127
2022-07-27
2022-07-27
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xbrli:shares
iso4217:USD
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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: July 27, 2022
ALTITUDE
INTERNATIONAL HOLDINGS, INC.
(Exact
name of Registrant as specified in its Charter)
New
York |
|
000-55639 |
|
13-3778988 |
(State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
4500
SE Pine Valley Street, Port St. Lucie, FL 34952
(Address
of Principal Executive Offices)
772-323-0625
(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 the Registrant under
any of the following provisions (see general instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
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: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Agreement.
On
July 27, 2022, Altitude International Holdings, Inc. (the “Company”) executed a Third Addendum to Purchase and Sale Agreement
(the “Addendum”) with Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc. (collectively, “Sandpiper”),
modifying that certain Purchase and Sale Agreement effective as of April 25, 2022 (the “Agreement”) for the purchase by the
Company of property in Port Saint Lucie, Florida (the “Property”). The Property being sold is the Property on which the Company’s
facilities are currently located and where the Company currently operates and includes approximately 216 acres and approximately 3,000
feet of waterfront property.
Under
the terms of the Addendum, the Agreement is modified such that the Company shall pay a Third Deposit of $250,000 to Sandpiper by July
29, 2022. The Company’s total deposit shall then be $1,250,000. Additionally, the parties have agreed that the Closing Date
shall be August 31, 2022.
Further,
section 12.12.2 and 12.12.3 of the Agreement, discussing Material Loss and Nonmaterial Loss respectively, are amended by the Addendum.
Section 12.12.2 is changed such that if the Casualty Renovation Cost exceeds $250,000 and either party elects not to pay the excess then
either party may terminate the Agreement by Notice delivered to the other party, in which case the Deposit shall be returned to the Company.
Pursuant to the amended 12.12.3 section, if the Casualty Renovation Cost is less than or equal to $250,000, neither party shall have
any right to terminate the Agreement.
The
remaining terms of the Agreement remain unchanged.
Item
9.01 Financial Statements and Exhibits.
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.
Date:
July 29, 2022
|
ALTITUDE
INTERNATIONAL HOLDINGS, INC. |
|
|
|
|
By: |
/s/
Gregory Breunich |
|
Name: |
Gregory
Breunich |
|
Title: |
Chief
Executive Officer |
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