Amended Current Report Filing (8-k/a)
14 December 2021 - 9:20AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 2021
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INTEGRATED CANNABIS SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-56291
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90-1505708
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6810 North State Road 7
Coconut Creek, Florida 33073
(Address of principal executive offices)(Zip Code)
(954) 906-0098
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Integrated Cannabis Solutions, Inc. is referred to herein as “we”, “our”, or “us”.
INTRODUCTORY AND EXPLANATORY NOTE
This Current Report on Form 8-K/A (Amendment Number 2) amends and supplements our Current Report on Forms 8-K filed with the Securities and Exchange Commission on September 1, 2021 describing the September 1, 2021 Acquisition Agreement described immediately below:
September 1, 2021 Acquisition Agreement
On September 1, 2021, Integrated Holdings Solutions, Inc. (“IHS’ or “Buyer’)), our wholly owned subsidiary, as the Buyer, completed an Acquisition Agreement with Consolidated Apparel, Inc. (“Consolidated”) and Eugene Caiazzo (“Caiazzo”), the Sellers in the Agreement, providing for IHS' acquisition of 49.5% of Consolidated’s shares owned by Caiazzo (the “September 1, 2021 Agreement).
December 13, 2021 Acquisition Agreement
(100% Acquisition/Rescission of September 1, 2021 Agreement)
On December 13, 2021, IHS completed an Acquisition Agreement with Consolidated and Caiazzo, which rescinded the September 1, 2021 Agreement and provided for IHS’ acquisition of 100% of Consolidated in return for the Seller’s consideration to the Buyer of 328,000 shares of our Convertible/Redeemable Series B par value $1.00 Preferred shares to Caiazzo. Further, the terms provide that: (a) Caiazzo shall remain as Consolidated’s President and manage Consolidated’s operations; (b) we will appoint Caiazzo as a member of our Board of Directors; (c) IHS and Caiazzo will complete an Employment Agreement providing for Caiazzo’s responsibilities as Consolidated’s President; (d) subject to negotiation between the Parties, we will grant Cashless stock options to Caiazzo.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
* Filed herewith
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.
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Date: December 13, 2021
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INTEGRATED CANNABIS SOLUTIONS, INC.
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By:
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/s/ Matt Dwyer
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Matt Dwyer
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Chief Executive Officer
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