Livewire Ergogenics Inc (LVVV)

[gamood]

Item 1.01 Entry into a Material Definitive Agreemen
t.
On May 13, 2014 the Company completed the acquisiti
on of a majority stake of Apple Rush Company, Inc.,
pursuant to a Memorandum of
Understanding which the Company had disclosed on Fo
rm 8K filed on March 10, 2014.
Under the final terms of the transaction, the Compa
ny acquired from Robert Corr, the former CEO of APR
U, and members of Mr. Corr’s
family, 10,000,000 shares of super-majority convert
ible preferred stock (the “Preferred Stock”) and th
e “CANNA Bliss” and “CANNA Rush”
trademarks for a purchase price of $50,000 and 4 mi
llion restricted shares of the Company’s common sto
ck (a copy of the Stock and
Trademark Purchase and Assignment Agreement is atta
ched hereto as Exhibit 10.1). Each share of Preferr
ed Stock has a face value of $1.00
and is convertible into APRU common stock at a conv
ersion price equal to the average closing price of
APRU for the ten (10) trading days
immediately prior to a notice of conversion, less a
discount of twenty percent (20%). As of May 13, 20
14, the Preferred Stock was convertible
into 18,115,942,028 shares of APRU and as of that d
ate the Company provided to APRU a notice of conver
sion for 5,000,000 shares of the
Preferred Stock convertible into 9,057,971,014 rest
ricted shares of APRU. The Company also reached an
agreement with APRU on May 13,
2014, to acquire from APRU 7,252,034,443 newly issu
ed restricted shares of APRU common stock (the “Com
mon Stock”) in exchange for
1,000,000 restricted shares of the Company’s common
stock (a copy of the Stock Purchase Agreement is a
ttached hereto as Exhibit 10.2). As a
result of the conversion of the Preferred Stock and
the acquisition of the Common Stock the Company ow
ns 16,310,005,457 shares of APRU
common stock representing approximately 77% of the
outstanding common stock of APRU. Concurrent with t
he transaction APRU and Corr
Brands, Inc. entered into a long-term license agree
ment whereby APRU shall be the exclusive worldwide
licensee of the Apple Rush and
Ginseng Rush branded products (a copy of the Licens
e Agreement is attached hereto as Exhibit 10.3).
The Company intends to treat the acquisition of the
Preferred Stock and the Common Stock as an acquisi
tion of property and APRU will
continue to operate and trade as a separate public
company.