Current Report Filing (8-k)
05 January 2018 - 6:17AM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 29, 2017
VEGALAB,
INC.
(Exact name of registrant as specified in its
charter)
0-53248
(Commission File No.)
Nevada
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68-0635204
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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incorporation or organization)
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636 U.S. Highway 1, Ste. 110, North Palm
Beach, FL 33408
(Address of principal executive offices)
(800) 208-1680
(Registrant’s telephone number)
Not applicable
(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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Item 1.01
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Entry into Material Definitive Agreement
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On December 29, 2017, Vegalab, Inc. (“Vegalab” or the
“Company”) exercised an option to purchase certain assets of The Agronomy Group LLC, a California limited liability
company (“TAG”). The assets of TAG to be acquired include the tangible and intangible assets pertaining or related
to the Bactor Boost Line and other internally developed products and related intellectual property.
The purchase price for the assets is payable by the delivery of:
600,000 shares of the restricted common stock of Vegalab; and a warrant to purchase 1,600,000 shares of the restricted common stock
of Vegalab at an exercise price of $1.20 per share exercisable over a term of five years.
In connection with the acquisition of assets, Vegalab will enter
into employment agreements with the principal owners of TAG.
Under the terms of the option to purchase exercised by Vegalab,
the closing is required within 15 business days, which is on or before January 22, 2108.
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Item 3.02
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Unregistered Sales of Equity Securities
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The disclosure set forth in Item 1.01, above, is incorporated herein
by this reference. The shares of common stock, warrants, and common stock underlying the warrants will be issued to TAG in exchange
for the assets and in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as
amended.
Forward-Looking Statements
Statements contained in this report regarding matters that are not
historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed
or implied by such forward-looking statements. Among the factors that could cause actual results to differ materially from those
indicated in the forward-looking statements are risks and uncertainties associated with the Company’s business and finances,
and other matters. All forward-looking statements contained in this report speak only as of the date on which they were made. The
Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date
on which they were made.
SIGNATURES
Pursuant to the requirements of the Securities
and 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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Vegalab, Inc.
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Date: January 3, 2018
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By:
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/s/ David Selakovic
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David Selakovic, Chief Executive Officer
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