OTC/PINK Breaking Material Events

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SPLI Acquisition 8-K out now


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
http://ih.advfn.com/p.php?pid=nmona&article=61866394



Acquisition Agreement




On March 31, 2014, AvWorks Aviation Corp., a Florida corporation (the "Company" or the “Registrant”) entered into an Acquisition Agreement (the "Agreement") by and among the Company, American Vaporizer, LLC, a Delaware limited liability company ("American Vaporizer") and two of the three membership unit holders of American Vaporizer (the “Unit Holders”), pursuant to which the Company will increase its ownership interest in American Vaporizer from its previous twenty-five percent (25%) to fifty-one percent (51%), by acquiring an additional twenty-six membership units of American Vaporizer (the “Membership Units”) from the two Unit Holders. Under Florida law, the Agreement is effective immediately. The result of the Agreement is that American Vaporizer, LLC, becomes a majority-owned subsidiary of the Company.




In accordance with the terms and provisions of the Agreement: (i) the Company will acquire from the Unit Holders an aggregate 26 Membership Units, representing 26% of the one hundred (100) issued and outstanding Membership Units of American Vaporizer; (ii) in exchange thereof, the Company will issue to the two Unit Holders an aggregate seven million (7,000,000) shares of its restricted common stock; (iii) the Company will assume a proportionate fifty-one percent (51%) of the assets and liabilities of American Vaporizer, including licenses, equipment, product designs, marketing and sale materials, logos, trademarks, copyrights and websites, and trade and debt obligations. On an ongoing basis, the two Unit Holders shall retain forty-nine percent (49%) or forty-nine (49) Membership Units, of American Vaporizer.




No change in the names of the officers or their titles and responsibilities or in the membership of the directors of the Registrant occurs or will occur as a result of the Agreement, nor are there any changes in the names and titles of the management of American Vaporizer, LLC, as a result of the Agreement.




Beginning with the month of April and for calendar 2014, the Agreement provides for the management of American Vaporizer to be able to earn monthly additional shares of common stock of the Company monthly based on American Vaporizer reaching specific performance goals as defined in the Agreement, up to a maximum of 10,000,000 shares.




In addition, per the Agreement, the Company will invest an aggregate total of four hundred and forty thousand dollars ($440,000.00) as working capital into American Vaporizer for the sole purpose of expanding its sales and marketing activity (the “Capital Investment”), which amount includes an initial investment already made of one hundred and four thousand dollars ($104,000), leaving a remaining amount to be invested of three hundred and thirty-six thousand dollars ($336,000) which is to be invested within forty-five (45) days.




Additionally, as incremental working capital for expanding American Vaporizer’s business, (a) should American Vaporizer in six (6) months or less from the date of the Agreement, achieve five million dollars ($5,000,000) in gross revenues, VGI shall invest or cause to be invested into it not less than an additional three hundred thousand dollars ($300,000); or (b) should AMV by December 31, 2014, reach ten million dollars ($10,000,000) in gross revenues, VGI shall invest or cause to be invested into AMV an aggregate of not less than an additional seven hundred thousand dollars ($700,000.00 U.S.).