SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 4, 2014
LIVEWIRE ERGOGENICS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-54588
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26-1212244
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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24845 Corbit Place, Yorba Linda, CA 92887
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (714) 940-0155
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On March 4, 2014 LiveWire Ergogenics, Inc. (the “Company”) entered into a Memorandum of Understanding to acquire a controlling stake in Apple Rush Company and Rushnet, Inc. Pursuant to the MOU, the Company will issue 2.5 million shares of its common stock to acquire 7,252,034,443 of Apple Rush shares (OTC: APRU). Upon issuance of the 7,252,034,443 shares, the Company will own 60% of Apple Rush’s outstanding common stock which will total 12,086,724,072 shares following the transaction. In addition, the Company will issue 2.5 million shares of its common stock, and pay $50,000, to Robert Corr, founder and controlling shareholder (prior to the transaction) of Apple Rush and Rushnet, Inc., to acquire Mr. Corr’s super-majority voting preferred stock in Apple Rush. Each Series A Preferred share of Apple Rush is valued at $1.00 dollar and is convertible into Apple Rush common stock at a 20% discount to the average closing bid price for the ten (10) trading days prior to conversion. Following the transaction, the Company intends to operate Apple Rush Company under its Livewire Herbaceuticals division and continue to operate the Apple Rush as a publicly traded company.
Effective immediately, the Company’s new corporate address is 24845
Corbit Place, Yorba Linda, CA 92887. On approximately March 5, 2014 the Company completed the move to its new headquarters building which includes a 60,000 square foot manufacturing facility. The Company, along with its manufacturing partner, now has the ability to provide full product development from concept to full scale commercial production for the LiveWire family of brands, as well as established brands and private label companies.
The following Exhibits are attached hereto.
Item 9.01
Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LIVEWIRE ERGOGENICS, INC
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Date: March 10, 2014
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By:
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/s/ Bill Hodson
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Bill Hodson
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Chief Executive Officer
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EXHIBIT 10.1
MEMORANDUM OF UNDERSTANDING FOR THE PURCHASE OF SERIES A PREFERRED STOCK AND
COMMON SHARES OF APPLE RUSH COMPANY AND RUSHNET, INC.
LiveWire Ergogenics, Inc. (“LiveWire”) is prepared to invest $725,000 worth of its common shares of LiveWire Ergogenics, Inc (OTCBB “LVVV”) as well as $50,000 in cash to purchase control of Apple Rush Company and Rushnet, Inc. (the “Companies”) under the terms contained in this term sheet. With the exception of the section of this agreement relating to expenses, this term sheet is a non-binding document prepared for discussion purposes only, and the proposed investment is specifically subject to customary stock purchase agreements, legal due diligence, and other conditions precedent contained herein, all satisfactory to the LiveWire in its sole discretion
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Company:
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Apple Rush Company and Rushnet, Inc. (“Apple Rush and Rushnet” or the “Company”).
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Investors:
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LiveWire Ergogenics (“LiveWire”).
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Investment Amount:
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5 million shares (the “Investment Amount”).
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Investment Form:
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Common Stock and Series A Preferred Stock (the “Series A Preferred”).
2.5 million shares of LiveWire Ergogenics shall go to purchase approximately 6 billion shares of Apple Rush, Inc, and 2.5 million shares of LiveWire shall go to Robert Corr, along with $50,000 in cash to purchase Mr. Corr’s SuperVoting Preferred Stock in Apple Rush, Inc. and Rushnet, Inc.
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Ownership:
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60% of the fully-diluted, post-investment capitalization, plus ownership of the Preferred Stock in both Apple Rush, Inc and Rushnet, Inc.
Apple Rush will issue 7,252,034,443 shares to LiveWire which represents 60% of the outstanding shares. After the transaction, Apple Rush, Inc will have 12,086,724,072 shares outstanding.
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Additional Capital:
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LiveWire will pay all costs to bring both companies up to full reporting status.
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Registration Rights:
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LiveWire will grant Mr. Robert Corr demand registration rights on his Apple Rush shares, subject to SEC approval.
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Closing:
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Assuming satisfactory completion of due diligence and timely acceptance of this Summary Term Sheet, LiveWire expects to execute definitive agreements and issue shares upon the completion of the due diligence and documentation process, but no later than March 31, 2014. The closing is subject to the following:
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(a)
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Conclusion of the management contract and employment agreements of Apple Rush.
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(b)
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LiveWire will complete due diligence on all aspects of the Company, including references and background checks on senior management. During due diligence, the Company agrees to provide LiveWire and its accountants, attorneys and other representatives complete access to the Company’s accountants, attorneys, facilities, employees, books, records, customers, backlog and vendors and such other individuals and information as needed;
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(c)
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The absence of a material adverse change with respect to the Company;
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(d)
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Any required governmental or shareholder approvals or waivers;
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(e)
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Upon completion of the transaction, Apple Rush will change its name to LiveWire Herbaceuticals, Inc.
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(f)
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Satisfactory completion of legal documentation; and
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Stock Options:
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An option pool will be established, representing 10% of the fully-diluted shares outstanding, to reward current key employees for outstanding performance and to attract additional management, as needed.
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Trademarks:
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Mr. Corr will agree to transfer the trademarks and all intellectual property to Apple Rush as soon as practicable. These trademarks include:
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Cana BLISS
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Cana RUSH
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The exclusive license to bottle, distribute and sublicense Apple Rush brands in all flavors
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Ginseng Rush
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Definitive Agreements:
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The investment will be made pursuant to definitive agreements, which will contain, among other things, appropriate representations and warranties of the Company. Specific and appropriate remedies to material violations of agreements will be included.
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Expiration:
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This Summary Term Sheet will expire on March 7, 2014.
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Except for the exclusivity and confidentiality provisions described above, this Summary Term Sheet will not give rise to a binding agreement, and no such binding agreement will exist with respect to such provisions until definitive agreements have been executed and delivered.
Agreed and Accepted:
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By:
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LiveWire Ergogenics, Inc
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Chief Executive Officer
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By:
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/s/ Bill Hodson
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By:
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Apple Rush/Rushnet
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Chief Executive Officer
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By:
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/s/ Robert Corr
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