Ember Therapeutics Inc. (EMBT)

[adijas]

8k out.

Item 1.01 Entry Into A Material Definitive Agreement

On September 8, 2016, we entered into an Asset Purchase Agreement (the "Agreement") with Midwood Distributors, Inc., a New York corporation ( "Midwood Distributors"). Under the Agreement, we acquired all assets related to Dermasilk Brands, a line of anti-aging skin care products.

Under the Agreement, we have acquired all material assets currently owned by Dermasilk, including all inventory, raw materials, work in process, packaging, the toll free number, hardware and software used for ordering and customer support, all intellectual property, websites, domain names, accounts receivable and vendor credits, contracts, and all marketing and promotional information and materials.

The purchase price for the Dermasilk assets consisted of common stock and warrants, paid as follows:
• 2,105,263 shares of common stock at purchase price of $0.95.