Item
1.01 Entry into a Material Definitive Agreement.
On
03 February 2017 NuGene International, Inc. (the “
Company”
) finalized and executed a Confirmation and Continuation
Agreement (the “
Agreement
”) with kathy ireland WORLDWIDE, INC. (“
kiWW
“).The Company and
kiWW previously entered into a License Agreement on or around 05 November 2014 (the “
License Agreement
”). A
copy of the License Agreement was attached, Exhibit 10.3, to the Company’s filing on Form 8-K filed with the Securities
and Exchange Commission on 06 January 2015. The Company and kiWW disputed certain rights and obligations under the License Agreement.
In order to settle all disputes under the License Agreement and to confirm their commitment to each other under the License Agreement,
the Company and kiWW entered into the Agreement.
Pursuant
to the Agreement, the Company is obligated to provide the following consideration:
(i) Pay
the sum of $50,000 to settle a lawsuit in which the Company, kiWW, and other parties are named as defendants. The Company has
already paid the $50,000 and the litigation has been dismissed.
(ii) Issue
to kiWW warrants (already issued) in the form of a Common Stock Purchase Warrant (the “
Warrant
”) to acquire
3,000,000 shares of NUGN common stock. The Warrant expires five years from the date of issuance and is exercisable for $0.01 per
share, with a cash-less exercise option.
(iii) Issue
to kiWW 500,000 restricted shares of the Company’s common stock, which will be subject to the same lock-up agreement placed
on executives of the Company’s pursuant to the Company’s proposed secondary offering.
(iv) Upon
the earlier of 30 June 2017, or the closing of the Company’s proposed secondary offering, the Company shall pay to kiWW
$50,000.
Pursuant
to the Agreement, kiWW is obligated as follows:
(i) kiWW
agrees that the Company has performed, paid, and otherwise satisfied all of its obligations under the License Agreement for calendar
year 2016.
(ii) kiWW
agrees that as of the end of 2016, the Company was not in breach of the License Agreement in any respect.
(iii) kiWW
ratifies and confirms the License Agreement, and that it shall continue in full force and effect.
The
foregoing descriptions of the Agreement and the Warrant do not purport to be complete and are qualified in their entirety by the
terms and conditions of the Agreement and the Warrant. A copy of the form of the Agreement and the Warrant is attached hereto
as Exhibit 10.1 and 4.1, respectively, and are incorporated herein by reference.