Current Report Filing (8-k)
01 August 2019 - 1:40AM
Edgar (US Regulatory)
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): July 25, 2019
Natur
International Corp.
(Exact
name of registrant as specified in its charter)
Wyoming
|
|
000-54917
|
|
45-5547692
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
Jachthavenweg
124
1081
KJ Amsterdam
The
Netherlands
|
|
N/A
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
+31 20 578 7700
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:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-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))
|
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
☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
on exchange on which registered
|
None
|
|
-
|
|
-
|
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
Business
Acquisition Agreements
On
July 25, 2019, Natur International Corp. (“Company”) finalized a Purchase and Recapitalization Agreement, dated as
of July 24, 2019 (“Agreement”), with DRBG Holdco, LLC, a Delaware limited liability company (“DRBG”),
Temple Turmeric, Inc., a Delaware corporation (“Temple”), Daniel Sullivan, an individual (“DS”), Tim Quick,
an individual (“TQ”), and TQ Holdings LLC, a New Hampshire limited liability company (“TQH”) to acquire
the business of Temple. Under the Agreement the Company acquired 15,121,984 shares of Series A Preferred Stock (the “Series
A Shares”) of Temple from DRBG for a nominal amount and agreed to acquire from TQH a promissory note in the principal amount
of $100,000 plus all accrued and unpaid interest. The Company caused Temple to issue to DRBG a warrant to acquire a percentage
of the Temple equity (“Warrant”). The Temple board of directors will have three of the five directors appointed by
the Company pursuant to the terms of the Series A Shares and the current certificate of incorporation of Temple. The Series A
Shares represent approximately 52% of the equity of Temple, on a fully diluted basis.
Under
the Agreement the Company will provide working capital to Temple in the amount of not less than $150,000 but up to $250,000. The
Company will acquire additional equity ownership of Temple for its investment further investment in Temple, based on a valuation
of Temple of $1,000,000. This further investment will increase the controlling position of the Company in combination with its
ownership of the Series A Shares.
The
Warrant is exercisable for the greater of 1,493,735 shares of common stock of Temple or 2.5% of the equity of the Temple on a
fully diluted basis. The exercise price per share is the par value of the common stock of Temple to be acquired upon exercise
of the Warrant. The exercise period is ten years, but not later than the earlier of the consummation of the initial public offering
by Temple or a sale transaction of Temple, as defined in the Warrant. The Warrant has a limited cashless conversion right and
has typical anti-dilution rights for dividends, reverse splits and changes in the capitalization of Temple.
The
above descriptions of the Agreement and the Warrant are only summaries and do not purport to be complete. They are qualified in
their entirety by reference to the Agreement and Warrant, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Business
Description of Temple
Founded
in 2009, Brooklyn-based Temple’s mission is to bring the highest quality turmeric to the world by pioneering the first Turmeric-based
ready to drink beverage line. Temple has driven consumer understanding and demand for Turmeric as it has become more and more
widely consumed through this decade. Temple now adds adaptogenic herbs and ancient superfood formulations to beverages with a
turmeric foundation.
Item
8.01 — Other Events.
On
July 31, 2019, the Company issued a press release announcing the completion of its acquisition of Temple. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 — Financial Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired.
Unaudited
historical financial information for Temple Turmeric, Inc. as of and for the six months ended June 30, 2018 and June 30, 2019,
and audited historical information for Temple Turmeric, Inc. as of December 31, 2017 and December 31, 2018, and for the years
ended December 31, 2017 and 2018, will be included in an amendment to this Current Report on Form 8-K to be filed with the SEC
within the period required pursuant to applicable SEC rules.
(b) Pro
Forma Financial Information.
Pro
forma financial information relating to the Agreement as of and for the six months ended June 30, 2019 and the year ended December
31, 2018, will be included in an amendment to this Current Report on Form 8-K to be filed with the SEC within the period required
pursuant to applicable SEC rules.
(d)
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.
|
Natur
International Corp.
|
|
|
Date:
July 31, 2019
|
By:
|
/s/
Ruud Huisman
|
|
Name:
|
Ruud
Huisman
|
|
Title:
|
Chief
Financial Officer
|
3
Natur (CE) (USOTC:NTRU)
Historical Stock Chart
From Apr 2024 to May 2024
Natur (CE) (USOTC:NTRU)
Historical Stock Chart
From May 2023 to May 2024
Real-Time news about Natur International Corporation (CE) (OTCMarkets): 0 recent articles
More Natur International Corp. News Articles