0001002771trueAmendmen No.1
false00010027712022-11-302022-11-30iso4217:USDxbrli:sharesiso4217:USDxbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment Number 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2022
INTEGRATED CANNABIS SOLUTIONS, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | | 000-56291 | | 90-1505708 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1300 N. Florida Mango Road, Suite 30
West Palm Beach, FL 33409
(Address of principal executive offices) (Zip Code)
(561) 235-2295
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
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)) |
Integrated Cannabis Solutions, Inc. is referred to herein as “Integrated Cannabis, “we”, “our”, or “us”.
EXPLANATORY NOTE
This April 10, 2023, 8-K Amendment is to disclose an April 6, 2023 Addendum Agreement to the November 30, 2022, Acquisition Agreement with Houdini Group, Inc., Global Consortium Group, LLC, and Tomas Roland, as summarized below.
Item 1.01 Entry into a Material Definitive Agreement
On November 30, 2022, we completed an acquisition agreement described in Item 1.01 of our December 1, 2022 Form 8-K, as follows, which agreement is amended pursuant to the April 6, 2023 Addendum Agreement as described below.
November 30, 2022 Acquisition Agreement with Houdini Group, Inc., Global Consortium Group, LLC, and Thomas Roland
On November 30, 2022, we completed an acquisition agreement between and among us as Integrated Cannabis Solutions, Inc., a Nevada Corporation and Securities and Exchange Commission reporting company, Houdini Group, Inc. (“Houdini” or “Buyer”), a Nevada corporation and our wholly owned subsidiary, Global Consortium Group, LLC. (“Global”), a California Corporation (“Global”), and Thomas Roland, Global’s President (“Roland”). Global and Roland are collectively referred to herein as the “Seller.” The agreement provides for the 100% acquisition of Global pursuant to the following provisions: (a) the closing date for the 100% Acquisition of Global will be 3 days after the audited financials have been presented and accepted by the Buyer; (b) Houdini shall issue 250,000 shares of its Common stock to Roland; (c) we, as Integrated Cannabis, agree to invest $1,000,000 in Houdini after the Closing from the proceeds of a Regulation A Offering that we will file; (d) if the investment is not completed within 60 days after an audit is delivered, then Roland can either choose to extend the time for the investment or request 150,000 additional shares of Houdini be issued to him, or rescind the transaction; (e) upon the Closing, the operations of Global shall become the operations of the Buyer; (f) Roland shall remain as the President of Global and continue to manage its operations; (g) after the Closing, we will appoint Roland as a member of our Board of Directors or anyone he chooses to be his proxy to fill that seat; (h) prior to completion of the Closing, the Buyer and Roland shall complete an Employment Agreement providing for Roland’s responsibilities as Global’s President; (i) we will grant Cashless Stock Options to Roland, the terms and number of Stock Options of which shall be subject to negotiation between the Parties.
Global, which operates Houdini as a DBA, is a California cannabis extraction company that develops and manufactures quality THC oils and concentrates.
Addendum Agreement dated April 6, 2023, to the November 30, 2022, Acquisition Agreement
On April 6, 2023, we amended the consideration provisions of the above described November 30, 2022 Acquisition Agreement as follows:
1. CONSIDERATION
1.1 Houdini shall issue 250,000 shares of its Common stock to Roland.
1.2 Global shall work with Buyer to conduct an audit of its 2021 and 2022 financials. If the audit is not completed within 90 days after Closing, then Houdini can either choose to extend the time for the audit or rescind the transaction.
1.3 Integrated Cannabis shall agree to invest $1,000,000 in Houdini after the Closing from the proceeds of a Regulation A Offering that Integrated Cannabis is filing. If the investment is not completed within 90 days after Closing, then Roland can either choose to extend the time for the investment or rescind the transaction.
1.4 Upon the Closing, the operations of Global shall become the operations of the Buyer.
1.5 Buyer and Seller agree to bear all expenses incurred by this transaction, not limited to legal, accounting, and filing fees. However, should either Buyer or Seller choose to rescind the transaction, they would need to pay the other party (the Buyer or the Seller as the circumstances dictate) One Hundred Thousand Dollars ($100,000) as a breakup fee.
2. MISCELLANEOUS
2.1 Except as expressly modified by this Addendum, all terms and provisions of the 11/30/22 Agreement shall remain in full force and effect.
ITEM 8.01. OTHER EVENTS.
Press Release dated April 10, 2023
On April 10, 2023, we will be issuing a press release titled “(Integrated Cannabis Solutions Closes Acquisition of Houdini Labs)” which press release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K with respect to Item 8.01 (including Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
__________
* Filed herewith
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.
| INTEGRATED CANNABIS SOLUTIONS, INC. | |
| | | |
Date: April 10, 2023 | By: | /s/ Gene Caiazzo | |
| | Gene Caiazzo | |
| | Chief Executive Officer | |
EXHIBIT 10.3
ADDENDUM TO ACQUISITION AGREEMENT
This Addendum Agreement (“Addendum”), effective as of April 6, 2023 (“Effective Date”), is between and among Integrated Cannabis Solutions, Inc., a Nevada corporation and SEC reporting company (“Integrated Cannabis”), Houdini Holdings, Inc. (“HHI” or “Buyer”), a Nevada corporation and Integrated Cannabis’ wholly owned subsidiary, Global Consortium Group, LLC., a California corporation (“Global”) and Thomas Roland, Global’s President (“Roland”). Global and Roland are collectively referred to herein as the “Seller” or individually as the circumstances dictate. The Buyer, the Seller, and Integrated Cannabis are collectively referred to herein as the “Parties”.
WHEREAS the Parties entered into an Acquisition Agreement on November 30, 2022 (the “11/30/22 Agreement); and
WHEREAS the Parties wish to amend the 11/30/22 Agreement pursuant to this Addendum, as reflected below:
THEREFORE, The Parties hereby agree to amend the Acquisition Agreement as follows:
Section 1 of the 11/30/22 Agreement is amended in its entirety as follows:
1. CONSIDERATION
1.1 Houdini shall issue 250,000 shares of its Common stock to Roland.
1.2 Global shall work with Buyer to conduct an audit of its 2021 and 2022 financials. If the audit is not completed within 90 days after Closing, then Houdini can either choose to extend the time for the audit or rescind the transaction.
1.3 Integrated Cannabis shall agree to invest $1,000,000 in Houdini after the Closing from the proceeds of a Regulation A Offering that Integrated Cannabis is filing. If the investment is not completed within 90 days after Closing, then Roland can either choose to extend the time for the investment or rescind the transaction.
1.4 Upon the Closing, the operations of Global shall become the operations of the Buyer.
1.5 Buyer and Seller agree to bear all expenses incurred by this transaction, not limited to legal, accounting, and filing fees. However, should either Buyer or Seller choose to rescind the transaction, they would need to pay the other party (the Buyer or the Seller as the circumstances dictate) One Hundred Thousand Dollars ($100,000) as a breakup fee.
2. MISCELLANEOUS
2.1 Except as expressly modified by this Addendum, all terms and provisions of the 11/30/22 Agreement shall remain in full force and effect.
2.2 This Addendum may be executed in counterparts via email in PDF format.
HOUDINI HOLDINGS, INC.
| By: | /s/ Gene Caiazzo | |
| | Gene Caiazzo, Chief Executive Officer | |
| | | |
| INTEGRATED CANNABIS SOLUTIONS, INC. | |
| | | |
| By: | /s/ Gene Caiazzo | |
| | Gene Caiazzo, Chief Executive Officer | |
| GLOBAL CONSORTIUM GROUP, LLC. | |
| | |
| By: | /s/ Thomas Roland | |
| | Thomas Roland, President | |
Thomas Roland
/s/ Thomas Roland
Thomas Roland
Matthew Dwyer
/s/Matthew Dwyer
Matthew Dwyer
EXHIBIT 99.1
Integrated Cannabis Solutions Closes Acquisition of Houdini Labs.
April 10, 2023 – West Palm Beach, FL Integrated Cannabis Solutions, Inc. (“Integrated Cannabis” or the “Company”) (OTCPINK: IGPK), is pleased to share the following update.
Our subsidiary, Houdini Group, Inc., has acquired Global Consortium Group, LLC and its DBA, Houdini Labs. Houdini Labs is a state-of-the-art Type 7 cannabis manufacturing facility that is 1 of only 2 Type 7 labs in Sacramento, CA.
The contraction within the cannabis space in California has left a void that Houdini plans to help fill. Management believes that expanding the hours of operation will help grow revenue to an estimated $1,000,000 per month, not accounting for the recent spike in cannabis distillate pricing, which has risen from $550 a liter to over $1,200 per liter. The rise in demand has led to Houdini receiving daily calls for liters of distillate and companies willing to execute contracts for monthly allotments. Houdini is currently processing requests for over 1,000 liters.
About Houdini Labs.
Houdini Labs (“Houdini”) is a California cannabis extraction company that develops and manufactures quality THC oils and concentrates in the fastest-growing segment of the California cannabis industry. Houdini continues to team up with some of the largest brands in California while pushing purity limits. At scale, Houdini can process 1,200 lbs. per day with its advanced ethanol, CO2, and butane extraction equipment. Houdini offers an expanded extraction facility. Additional production capacity is accessible with Houdini’s new modern butane extraction facility, growing its product line offerings. Houdini’s services include toll processing, bulk crude and Ultra grade THC distillate production, and white-label services.
Houdini’s supply chain capabilities expand further by offering packaging, edibles, distribution, and B2C delivery services. By creating quality cannabis products with commitment and consistency, Houdini will elevate our clients’ goals at every opportunity. https://houdinilab.com/
About - Integrated Cannabis Solutions, Inc.
Integrated Cannabis Solutions, through its wholly-owned subsidiary Consolidated Apparel located in West Palm Beach, Florida, is the home base and manufacturing facility for Native Outfitters (www.nativeoutfitters.com) and MTOWear (www.mtowear.com). The facility adorns its proprietary Native Outfitters Anti Snag, SPF 50 shirts, and Quarter-Zip tops, which are weaved out of an exclusive jacquard performance polyester fabric, and then delivers each to the customer’s specifications. MTOWear builds on the success of Native by offering a private label solution to our existing and other customers, utilizing standardized fabric and custom solutions.
Integrated Cannabis is in the process of making acquisitions in the Cannabis sector. The Company is currently focusing on enhancing shareholder value through acquisitions and organic growth in both the Apparel and Cannabis sectors.
The Company, in compliance with SEC regulations, will use social media outlets like Facebook or Twitter and its own website at www.igpk.org to announce key information in compliance with Regulation FD.
Forward-Looking Statements
This news release contains “forward-looking statements” as that term is defined in Section 27(a) of the United States Securities Act of 1933, as amended and Section 21(e) of the Securities Exchange Act of 1934, as amended. Statements in this press release that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. Such forward-looking statements include, among other things, the relative growth of the Company’s future business, target markets, demand for products and services, and business strategy. Actual results could differ from those projected in any forward-looking statements due to numerous factors. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations, or intentions will prove to be accurate. There are no assurances whatsoever that Houdini will generate the estimated revenues stated above. There are material risks that may prevent Houdini from being successful in meeting the estimated revenue amount. No information in this press release should be construed in any manner whatsoever as an indication of our future revenues, financial condition, or stock price.
Investor Relations:
Email: Shareholder@igpk.org
Website: https://igpk.org
Twitter @IGPKOTC
Phone: 561-235-2295
Text: 561-235-2295