Cannagistics Inc (CNGT)

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EX-10.1 3 ex10_1.htm

REORGANIZATION AND STOCK PURCHASE AGREEMENT

BY AND BETWEEN CANNAGISTICS, INC., AVAILA BIO, INC. AND
CANNAWORX, INC.
T/B/K/A
THE INTEGRITY WELLNESS GROUP, INC.

July 1st, 2021




REORGANIZATION AND STOCK PURCHASE AGREEMENT

This REORGANIZATION AND STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of July 1st, 2021 (the “Effective Date”), by and among Cannagistics, Inc., a DE corporation (“CNGT”), Availa Bio, Inc., a NV corporation (“AVAILA”) and Cannaworx, Inc. t/b/k/a The Integrity Wellness Group, Inc. (“Cannaworx”), on the other hand. Each of CNGT, AVAILA, and the Cannaworx shall be referred to herein as a “Party” and collectively as the “Parties.”
W I T N E S S E T H

WHEREAS, AVAILA own 100% of the outstanding shares of Cannaworx’s outstanding common stock.

WHEREAS, AVAILA desires to sell and CNGT desires to purchase all of the AVAILA’s shares of Cannaworx in accordance with the terms set forth herein;

WHEREAS, the Parties desire and intend that the transactions contemplated by this Agreement will be a tax- free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE, in consideration of the premises and respective mutual agreements, covenants, representations and warranties herein contained, it is agreed between the Parties hereto as follows:

ARTICLE 1
SALE AND PURCHASE OF THE AVAILA SHARES

1.1 Sale of the Cannaworx Shares. At the Closing (as defined in Section 4.1), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, AVAILA shall sell to CNGT and CNGT shall purchase from AVAILA, all of the Cannaworx Shares.

1.2 Purchase Price. As consideration for the purchase of the Cannaworx Shares (the “Purchase Price”), CNGT shall issue AVAILA 4,400,000 shares of CNGT Convertible Preferred “F” stock. The Convertible Preferred “F” and the Convertible Non-Voting Preferred “E” stock certificate of designations are attached hereto as Exhibit “A”. Cannaworx shall become a subsidiary of CNGT.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES
OF AVAILA AND CANNAWORX

2.1 Representations and Warranties of AVAILA and the Cannaworx. To induce CNGT to enter into this Agreement and to consummate the transactions contemplated hereby, AVAILA and Cannaworx, and each of them, represent and warrant as of the date hereof and as of the Closing, as follows:

2.1.1 Authority of AVAILA and the Cannaworx; Transfer of Cannaworx Shares. AVAILA and Cannaworx have the full right, power and authority to enter into this Agreement and to carry out and consummate the transactions contemplated herein. This Agreement, and all of the Exhibits attached hereto, constitutes the legal, valid and binding obligation of AVAILA and Cannaworx. AVAILA shall transfer title in and to the Cannaworx Shares to CNGT free and clear of all liens, security, pledges, encumbrances, charges, restrictions, demands, and claims of any kind or nature whatsoever, whether direct or indirect or contingent.

2.1.2 Existence of Cannaworx. Cannaworx is duly organized, validly existing, and in good standing under the laws of the state of Delaware. It has all requisite power, franchises, licenses, permits and authority to own its properties and assets and to carry on its business as it has been and is being conducted. It is in good standing in each state, nation or other jurisdiction wherein the character of the current business transacted by it makes such qualification necessary.

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2.1.3 Capitalization of Cannaworx. The authorized equity securities of Cannaworx consist of 10,000 common Shares of which 100 common shares are issued and outstanding. No other Shares of Cannaworx are issued and outstanding. All of the issued and outstanding Shares have been duly and validly issued in accordance and compliance with all applicable laws, rules and regulations and are fully paid and non- assessable. There are no options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character granted or issued by Cannaworx which provide for the purchase, issuance or transfer of any Shares of Cannaworx nor are there any outstanding securities granted or issued by Cannaworx that are convertible into any Shares of Cannaworx, and none are authorized. Cannaworx is not obligated or committed to purchase, redeem or otherwise acquire any of its equity. All presently exercisable voting rights in Cannaworx are vested exclusively in its outstanding Shares, which voting rights are apportioned in accordance with each AVAILA respective ownership percentage of the Shares, and other than as may be contemplated by this Agreement, there are no voting trusts or other voting arrangements with respect to any of Cannaworx’s equity securities.

2.1.4 Execution of Agreement. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not: (a) violate, conflict with, modify or cause any default under or acceleration of (or give any Party any right to declare any default or acceleration upon notice or passage of time or both), in whole or in part, any charter, article of incorporation, bylaw, mortgage, lien, deed of trust, indenture, lease, agreement, instrument, order, injunction, decree, judgment, law or any other restriction of any kind to which Cannaworx or AVAILA are a party or by which any of them or any of their properties are bound; (b) result in the creation of any security, lien, encumbrance, adverse claim, proscription or restriction on any property or asset (whether real, personal, mixed, tangible or intangible), right, contract, agreement or business of AVAILA or Cannaworx; (c) violate any law, rule or regulation of any federal or state regulatory agency; or (d) permit any federal or state regulatory agency to impose any restrictions or limitations of any nature on AVAILA or Cannaworx or any of their respective actions.

2.1.5 All taxes, assessments, fees, penalties, and other governmental charges with respect to Cannaworx have been paid

2.1.6 Books and Records. Cannaworx keeps its books, records and accounts (including, without limitation, in accordance with all applicable laws and regulations.

2.1.7 CNGT Shares to be Restricted Securities. AVAILA acknowledges that the CNGT Preferred Shares will be “restricted securities” (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (“Rule 144”), will include the customary restrictive legend, and, except as otherwise set forth in this Agreement, that the shares cannot be sold for a period of at least one year from the date of issuance unless registered with the United States Securities and Exchange Commission (the “SEC”) and qualified by appropriate state securities regulators, or unless AVAILA obtains written consent from CNGT and otherwise complies with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

2.1.8 Leases. Cannaworx either owns or has valid and existing leases with all facilities where its offices are located or where any of Cannaworxs equipment or other assets are located.

2.1.9 Employment and Consulting Agreements. AVAILA and/or Cannaworx shall execute Employment and/or Consulting Agreements with Emerging Capital Strategies, LTD., James Morrison and Rob Gietl. The Employment and/or Consulting Agreements are attached hereto as Exhibit “B”

2.1.10 Trademark and all rights thereto for Cannaworx, domain and all rights thereto.

2.1.11 Cannaworx shall have no liabilities, shall be current in all tax filings, no litigation or threatened litigation

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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF CNGT

3.1 Representations and Warranties of CNGT. To induce AVAILA and Cannaworx to enter into this Agreement and to consummate the transactions contemplated hereby, CNGT represents and warrants, as of the date hereof and as of the Closing, as follows:

3.1.1 Authority of CNGT. CNGT has the full right, power and authority to enter into this Agreement and to carry out and consummate the transactions contemplated herein. This Agreement, and all of the Exhibits attached hereto, constitutes the legal, valid and binding obligation of CNGT.

3.1.2 Corporate Existence and Authority of CNGT. CNGT is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. It has all requisite corporate power, franchises, licenses, permits and authority to own its properties and assets and to carry on its business as it has been and is being conducted. It is in good standing in each state, nation or other jurisdiction in each state, nation or other jurisdiction wherein the character of the business transacted by it makes such qualification necessary.

3.1.3 Capitalization of CNGT. The authorized equity securities of CNGT consists of 500,000,000 shares of common stock, no value per share, of which 185,166,659 common shares shall be issued and outstanding as of the date hereof, and 20,000,000 shares of preferred stock, par value $0.001 per share, of which 10,000,000 are issued and outstanding. No other shares of capital stock of CNGT are issued and outstanding. All of the issued and outstanding shares have been duly and validly issued in accordance and compliance with all applicable laws, rules and regulations and are fully paid and nonassessable. All presently exercisable voting rights in CNGT are vested exclusively in its outstanding shares of common stock, each share of which is entitled to one vote on every matter to come before its Cannaworx. Other than as may be contemplated by this Agreement, there are no voting trusts or other voting arrangements with respect to any of CNGT’s equity securities.

3.1.4 Subsidiaries. CNGT has the following subsidiaries; Global3pl Logistics Technologies, Inc., Global Transitin Corp., Novi BioSciecne, Inc. and Global3pl, Inc.

3.1.5 Execution of Agreement. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not: (a) violate, conflict with, modify or cause any default under or acceleration of (or give any Party any right to declare any default or acceleration upon notice or passage of time or both), in whole or in part, any charter, article of incorporation, bylaw, mortgage, lien, deed of trust, indenture, lease, agreement, instrument, order, injunction, decree, judgment, law or any other restriction of any kind to which CNGT is a party or by which it or any of its properties are bound; (b) result in the creation of any security , lien, encumbrance, adverse claim, proscription or restriction on any property or asset (whether real, personal, mixed, tangible or intangible), right, contract, agreement or business of CNGT; (c) violate any law, rule or regulation of any federal or state regulatory agency; or (d) permit any federal or state regulatory agency to impose any restrictions or limitations of any nature on CNGT or any of its actions.

3.1.6 Current Financial Information. CNGT shall be current in its financial reporting obligations to The Securities and Exchange Commission (“SEC”) and OTC Markets. Said reports are available at https://www.otcmarkets.com/stock/CNGT/disclosure. CNGT liabilities shall not exceed $50,000

3.1.7 Solid Bridge Investments, Inc. shall exchange 2,000,000 Series D Preferred shares for 145,000,000 Common shares. Solid Bridge Investments, Inc. Exchange Agreement is attached hereto as Exhibit “C”

3.1.8 Rob Gietl shall exchange 2,000,000 Series D Preferred shares for 145,000,000 Common shares. Rob Gietl Exchange Agreement is attached hereto as Exhibit “D”

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3.1.9 Emerging Growth Advisors, Inc. shall exchange 6,000,000 Series D Preferred shares for 900,000 Series E Convertible Preferred shares. Emerging Growth Advisors, Inc. Exchange Agreement is attached hereto as Exhibit “E”

3.1.10 Preferred Series A, B, C and D shall be cancelled. Written Consent is attached hereto as Exhibit “F”

3.1.11 Employment and Consulting Agreements. CNGT shall execute Employment and/or Consulting Agreements with Leonard Tucker, LLC., Cimarron Capital, Inc. and CKM Consulting, Inc. The Employment and/or Consulting Agreements are attached hereto as Exhibit “B”

ARTICLE 4
CLOSING AND DELIVERY OF DOCUMENTS

4.1 Closing. The Closing (the “Closing”) shall take place at the offices of CNGT, on or about July 1st, 2021, or at such other place, date and time as the Parties may agree in writing (the “Closing Date”).

4.2 Deliveries by CNGT. At the Closing, CNGT shall deliver the following:

4.2.1 CNGT shall deliver to AVAILA:

(a) written consent of the approval of this Agreement and the herein described transactions by CNGT’s Board of Directors. Written consent is attached hereto as Exhibit G.

(b) an officer’s certificate, executed by the President of CNGT. Officers certificate is attached hereto as Exhibit H.

(c) the CNGT Preferred Shares subject to no liens, security, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever shall be delivered as soon as practicable after closing;

4.2.2 AVAILA shall deliver to CNGT:

(a) written consent of the approval of this Agreement and the herein described transactions by AVAILA’s Board of Directors. Written consent is attached hereto as Exhibit I.

(b) an officer’s certificate, executed by the President of AVAILA. Officers certificate is attached hereto as Exhibit J.

(c) a confirmation of good standing, dated within ten (10) days prior to the Closing Date, evidencing the good standing status of Cannaworx. Cannaworx confirmation of good standing is attached hereto as Exhibit K.

(d) the Cannaworx Financial statement. Cannaworx shall have 0 liabilities.

(e) the Cannaworx Shares executed and ready for transfer subject to no liens, security, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever. The Cannaworx Shares are attached hereto as Exhibit M.

ARTICLE 5
CONDITIONS, TERMINATION, AMENDMENT AND WAIVER

5.1 Conditions Precedent. This Agreement, and the transactions contemplated hereby, shall be subject to the following conditions precedent:

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5.1.1 The obligation of CNGT to pay the Purchase Price and to satisfy its other obligations hereunder shall be subject to the fulfillment (or waiver by CNGT), at or prior to the Closing, of the following conditions, which AVAILA agrees to use its best efforts to cause to be fulfilled:

(a) Representations, Performance. If the Closing Date is not the date hereof, the representations and warranties contained in Section 2.1 hereof shall be true at and as of the date hereof and shall be repeated and shall be true at and as of the Closing Date with the same effect as though made at and as of the Closing Date, except as affected by the transactions contemplated hereby; AVAILA and Cannaworx shall have duly performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; and AVAILA shall have delivered to CNGT a certificate dated the Closing Date, and signed by its President to the effect set forth above in this section.

(b) Consents. Any required consent to the transactions contemplated by this Agreement shall have been obtained or waived.

(c) Litigation. No suit, action, arbitration or other proceeding or investigation shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or to obtain material damages or other material relief in connection with this Agreement or the consummation of the transactions contemplated hereby or which is likely to affect materially the value of Cannaworx.

(d) Proceedings and Documentation. All proceedings of Cannaworx in connection with the transactions contemplated by this Agreement, and all documents and instruments incident to such proceedings, shall be satisfactory in form and substance to CNGT and CNGT’s counsel, and CNGT and CNGT’s counsel shall have received all such receipts, documents and instruments, or copies thereof, certified if requested, to which CNGT is entitled and as may be reasonably requested.

(e) Property Loss. No portion of Cannaworx’s assets shall have been destroyed or damaged or taken by condemnation under circumstances where the loss thereof will not be substantially reimbursed to CNGT through the proceeds of applicable insurance or condemnation award.

(f) Consents and Approvals. All material licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental or regulatory bodies which are (1) necessary to enable CNGT to fully operate the business of Cannaworx as contemplated from and after the Closing shall have been obtained and be in full force and effect, or (2) necessary for the consummation of the transactions contemplated hereby, shall have been obtained. Any notices to or consents of any party to any agreement or commitment constituting part of the transactions contemplated hereby, or otherwise required to consummate any such transactions, shall have been delivered or obtained.

(g) As of the Closing Date, Cannaworx does not have a bank account, does not have any outstanding debits and/or credits, and all accounts payable if any will have been timely paid in accordance with their terms.

5.1.2 The obligation of AVAILA to deliver the Cannaworx Shares and to satisfy their other obligations hereunder shall be subject to the fulfillment (or waiver by AVAILA and Cannaworx), at or prior to the Closing, of the following conditions, which AVAILA agrees to use its best efforts to cause to be fulfilled:

(a) Representations, Performance. If the Closing Date is not the date hereof, the representations and warranties contained in Section 3.1 hereof shall be true at and as of the date hereof and shall be repeated and shall be true at and as of the Closing Date with the same effect as though made at and as of the Closing Date, except as affected by the transactions contemplated hereby; AVAILA shall have duly performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(b) Proceedings and Documentation. All corporate and other proceedings of CNGT in connection with the transactions contemplated by this Agreement, and all documents and instruments incident to such corporate proceedings, shall be satisfactory in form and substance to AVAILA and AVAILA’s counsel, and

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AVAILA and AVAILA’s counsel shall have received all such receipts, documents and instruments, or copies thereof, certified if requested, to which AVAILA is entitled and as may be reasonably requested.

5.2 Termination. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated, and the transactions contemplated hereby may be abandoned prior to the Closing Date only by the mutual consent of all of the Parties.

5.3 Waiver and Amendment. Any term, provision, covenant, representation, warranty or condition of this Agreement may be waived, but only by a written instrument signed by the Party entitled to the benefits thereof. The failure or delay of any Party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such Party’s right at a later time to enforce the same. No waiver by any Party of any condition, or of the breach of any term, provision, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or waiver of any other condition or of the breach of any other term, provision, covenant, representation or warranty. No modification or amendment of this Agreement shall be valid and binding unless it be in writing and signed by all Parties hereto.