That's the way I see it...Quote: "So, they definitely reorganized and at least started to be proactive about selling and raising money. Certainly better odds to make it now."
Item 1.01 Entry into a Material Definitive Agreement.
On May 21, 2019, Freedom Leaf Inc., a Nevada corporation (the “ Company ”), entered into a Membership Interest Purchase Agreement (the “ Agreement ”) with Carlos Frias, Daniel Nguyen, Alex Frias, and Chris Fagan the “ Sellers ”) to purchase all of the issued and outstanding membership interests and other ownership or beneficial interests of ECS Labs LLC, a Texas limited liability company (“ ECS ”), which owns all of the issued and outstanding membership interests and other ownership or beneficial interests of B&B Labs, LLC, a Texas limited liability company, and Texas Wellness Center, LLC, a Texas limited liability company (the “ Acquisition ”). The Acquisition is subject to customary closing conditions and is expected to close on or around May 27, 2019.
In connection with the Acquisition, the Company will pay a purchase price of fourteen million dollars ($14,000,000), solely in shares of the Company’s common stock at a share price based on the volume-weighted average trading price per share of the Company’s common stock for the thirty trading days up to and including the trading day prior to the date of closing. The Company and the Sellers are entitled to indemnification by the opposing party if the total claim for losses by an indemnified party exceeds one hundred thousand dollars ($100,000).
Conditioned upon and effective as of the closing of the Acquisition, Carlos Frias will become Chief Executive Officer of the Company, and Carlos Frias and Daniel Nguyen will join the Board of Directors of the Company.
The foregoing description of the Agreement and its terms is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 to, and incorporated by reference in, this report.
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