AccelPath Inc. (fka ACLP)

[OTCRIDER]

9-Nov-2015

Entry into a Material Definitive Agreement, Completion of Acquisition or Dispo



Item 1.01 Entry into a Material Definitive Agreement.
On October 30, 2015, Accel Brands, Inc. (the "Company") entered into a Securities Exchange Agreement (the "Agreement") with Affinity Beverage Group, Inc., a Nevada corporation ("Affinity") and Village Tea Distributors, Inc., a Texas corporation ("Village Tea"). Under the terms of the Agreement, the Company shall transfer seventy (70) shares of common stock of Village Tea to Affinity, in exchange for seven hundred fifty (750) shares of Affinity's newly issued Series C Preferred Stock. Affinity shall also assume from the Company $538,500 worth of obligations of the Company, which shall act a notation to such obligations.

In conjunction with the Agreement, the Company and the holders of the Company's Series J Preferred Stock entered into an Exchange Agreement (the "Exchange Agreement"). Under the terms of the Exchange Agreement, the holders of the Company's Series J Preferred Stock agreed to deliver to the Company for retirement and cancellation all the Series J Preferred Stock that they hold in exchange for an equal amount of the Affinity Series C Preferred Stock the Company received under the Agreement.

The foregoing information is a summary of the Agreement and the Exchange Agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of the Agreement and the Exchange Agreement, which are attached as exhibits to this Current Report on Form 8-K. Readers should review the Agreement and the Exchange Agreement for a complete understanding of the terms and conditions of the transaction described above.





Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 30, 2015, the Company disposed of the Village Tea assets as described in Item 1.01 above.





Item 9.01 Financial Statements and Exhibits.

Exhibit
Number Description
10.1 Securities Exchange Agreement entered into on October 30, 2015, by and
among the Company, Affinity Beverage Group, Inc. and Village Tea
Distributors, Inc.

10.2 Exchange Agreement entered into on October 30, 2015, by and among the
Company and the holders of the Company's Series J Preferred Stock


http://biz.yahoo.com/e/151109/aclp8-k.html