Skinny Nutritional Corp.(fka SKNYQ)

[CrownCannabis]

On March 27, 2014, the Company completed the sale of substantially all of its assets (the “Sale”) to Skinny Nutritional LLC (the “Purchaser”), for an aggregate purchase price of $1,500,000 (the “Purchase Price”). The Sale was made pursuant to an Asset Purchase Agreement, dated as of November 15, 2013, as amended by an Amendment to Asset Purchase Agreement, dated as of March 27, 2014, between the Company and the Purchaser (as amended, the “Asset Purchase Agreement”), and Orders of the Bankruptcy Court for the Eastern District of Pennsylvania (the “Bankruptcy Court”), dated January 15, 2017 and March 28, 2014.


In the Sale, the Purchase Price was paid as follows: (i) $132,000 was credited to the Purchaser in repayment of debtor-in-possession financing previously provided to the Company by the Purchaser; (ii) $835,000 was paid in cash to the Company; and (iii) $533,000 was paid by the delivery to the Company of a Promissory Note of the Purchaser (the “Note”). The Note is payable in three equal installments on June 16, 2014, September 30, 2014 and December 15, 2014, and is secured by all of the assets of the Purchaser (including the assets of the Company sold to the Purchaser in the Sale). The Company paid from the $835,000 cash portion of the Purchase Price the amount of $765,000 to Trim Capital, LLC (“Trim”) pursuant to a Settlement Agreement, dated as of November 11, 2013 (the “Trim Settlement Agreement”), by and among the Company and Trim Capital, Prime Capital LLC, Michael Salaman, Dachshund, LLC and Marc Cummins, approved by Order of the Bankruptcy Court, dated November 22, 2013, as modified and amended by Stipulations Modifying Settlement Agreement, dated February 18, 2014, and March 20, 2014. The balance of $70,000 of the cash portion of the Purchase Price was retained by the Company.


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