Exhibit 99.1
UNITED STATES
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) | February 9, 2022 |
INDOOR HARVEST CORP.
(Exact name of registrant as specified in its charter)
| Texas | 000-55594 | 45-5577364 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 7401 W. Slaughter Lane #5078, Austin, Texas | 78739 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | 512-309-1776 |
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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 11, 2022, Benjamin Rote was appointed to the role of Chief Operating Officer of the Company. Mr. Rote previously served as the Company’s Chief Investment Officer. Mr. Rote will not be replaced in that role .There will be no change to Mr. Rote’s employment agreement with the Company.
Item 7.01 Regulation FD Disclosure.
Indoor Harvest, Corp. (the “Company”) prepared an investor presentation containing certain information and financial highlights. Representatives of the Company intend to present some of or all of this information to current and prospective investors at various meetings. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Indoor Harvest, and our other registered or common law trademarks, service marks, or trade names appearing in this Form 8-K are the property of Indoor Harvest, Corp. Other trademarks, service marks, or trade names appearing in this Form 8-K are the property of their respective owners.
The investor presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
On February 9, 2022, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with Electrum Partners, LLC, a limited liability company (“Electrum”). Under the terms of the Letter of Intent, the Company would acquire certain assets (the “Assets”) of Electrum for an aggregate payment at closing and thereafter of a purchase price that will be mutually agreed by the parties based on an independent valuation of the purchased Assets. A copy of the Letter of Intent is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The Letter of Intent reflects the present intentions of the parties. Completion of the transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein and approval of the transaction in accordance with Electrum’s membership agreement and all applicable state and federal law. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. When any such agreement is reached the Company will file notice of such agreement or facts with the Securities and Exchange Commission on Form 8-K.
The statements in this Current Report on Form 8-K include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits. |
|
Exhibit Number |
Description | |
| 99.1 | Investor Presentation dated February 14, 2022 | |
| 99.2 | Letter of Intent with Electrum Partners, LLC dated February 9, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| INDOOR HARVEST CORP. | |
| /s/ Leslie Bocskor | |
| Leslie Bocskor | |
| Chief Executive Officer | |
| Date: February 14, 2022 |
Exhibit 99.1
Exhibit 99.2
February 9, 2022
Indoor Harvest Corp.
7401 W. Slaughter Lane #5078
Austin, Texas 78739
indoorharvestcorp@gmail.com
ASSET ACQUISITION LETTER OF INTENT
Dear Mr. Bocskor:
This Letter of Intent (“LOI”) sets forth the general terms upon which Indoor Harvest Corp. (“Buyer”), shall acquire certain assets (the “Assets”) of Electrum Partners, LLC., a limited liability company (“Company”).
| 1. | Upon the closing of the acquisition, Buyer would acquire certain Assets of the Company from the Members of Company (the “Seller”) for an aggregate payment at Closing and thereafter of a purchase price that will be mutually agreed by the parties based on an independent valuation of the purchased Assets. |
| 2. | Buyer’s willingness to consider this proposed transaction is conditioned on the willingness and eventual formal agreement of the legally binding conditions in accordance with the membership agreement of the Company to sell the Assets on terms acceptable to Buyer. |
| 3. | As promptly as practicable and in any event within sixty (60) days following the date of this LOI, Seller’s legal counsel will prepare an initial draft of a definitive Asset Purchase Agreement (“Purchase Agreement”) and other related agreements for review by the Buyer and its counsel. The draft Purchase Agreement will provide for customary representations and warranties, covenants, conditions to closing, escrows, indemnities, and board approvals. The parties will endeavor to negotiate in good faith and execute a final definitive Purchase Agreement no later than one-hundred twenty (120) days following the date of this LOI, and to close the sale on that date (the “Closing”), subject to the requirements of the Securities and Exchange Commission (“SEC”). |
| 4. | The parties anticipate that prior to the execution of any definitive Purchase Agreement, Buyer will have the opportunity to conduct due diligence of the Company and the Company will have the opportunity to conduct due diligence of Buyer. |
| 5. | Before the parties enter into a definitive Purchase Agreement, each party shall have been satisfied with the results of its due diligence investigation of the other party. |
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| 6. | The Company will conduct its Business only in the ordinary course and in conformity with past practice. The Company will make no raises or promotions to employees outside of the ordinary course of business and shall hire no employees on an employment contract lasting beyond December 31, 2022. |
| 7. | It is agreed that each party shall bear its own legal, accounting, due diligence, and other expenses in connection with the negotiation, documentation, and closing of the Purchase Agreement, whether or not a closing occurs. Notwithstanding the foregoing, Buyer shall bear certain expenses as agreed by the parties, including but not limited to expenses related to the independent valuation of the Assets. |
| 8. | Each party represents that it has not engaged any broker or finder in connection with the transaction. |
| 9. | Neither Company, Seller, nor Buyer shall issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other party until after execution of a final definitive Purchase Agreement. |
| 10. | The parties agree that this LOI is only an expression of concept, and nothing herein shall constitute a binding term or agreement unless and until a final written agreement is executed by the parties. |
| 11. | It is agreed that each party may cease pursuit of the contemplated transaction at any time for any or no reason and shall notify the other party in writing (including email form) of any such decision. |
Signature Page To Follow
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As of February 9, 2022 (the “Effective Date”), each party has agreed to the terms of this LOI.
| /s/ Rick Gutshall | |
| Rick Gutshall, Director Indoor Harvest Corp. | |
| /s/ Lang Coleman | |
| Dr. Lang Coleman, Director Indoor Harvest Corp. | |
| /s/ Leslie Bocskor | |
| Leslie Bocskor, Executive Chairman Electrum Partners, LLC |
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