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):  October 12, 2011

TREE TOP INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)

         
Nevada
 
000-10210
 
83-0250943
 
(State or other jurisdiction of
 
(Commission
 
(IRS Employer
incorporation)
 
File Number)
 
Identification No.)

     
511 Sixth Avenue, Suite 800
  New York, NY
 
10011
 
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (775) 261-3728
 
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:

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement.

On October 12, 2011, Tree Top Industries, Inc. (“Tree Top”), entered into a binding term agreement (the “Agreement”) with Adesso Biosciences Limited (“Adesso”).  Under the terms of the Agreement, Tree Top will acquire 93% of Adesso Diagnostics Ltd. and 47.5% of Adeda Therapeutics Company, Ltd. in exchange for 10% of the outstanding common stock of Tree Top. In addition, Adesso Biosciences Limited will receive convertible preferred stock equal to 51% of GoHealthMD, Inc., a wholly owned subsidiary of Tree Top.  Such convertible preferred stock will be convertible after two years and one day into either (i) a minimum of 51% of the common stock of GoHealthMD, Inc. or (ii) common stock of Tree Top Industries, Inc. The securities to be received upon conversion of the convertible preferred stock shall be at the discretion of the holder of the convertible preferred stock.   The conversion rate will be determined on the date of conversion.  Tree Top anticipates closing on the transactions contemplated in the Agreement in approximately thirty days from the date of the Agreement.

Prior to the date of the Agreement, Adesso had no interaction, other than the negotiation of the Agreement, with Tree Top.

Tree Top Industries, Inc. (TTII:OTCQB), (TTII:OTCBB) is a publicly traded, bulletin board company whose subsidiaries hold patents and intellectual properties in bioscience, clean-tech, and global health technologies. Tree Top, because it is a publicly traded reporting company and a PCAOB audited company, may provide a platform for successful capital raise, management expertise, structure, transparency, and growth potential to potential acquisition candidates.  Tree Top can also deliver the means, through incubation, for private companies to become public entities in good standing. Tree Top is in the development stage, actively acquiring companies and technologies using several different business paradigms, including exchange of stock, joint venture, and other partnership configurations.

Adesso Biosciences Limited was founded by five partners, three of whom are physicians, and two of whom are chemists.  Adesso Diagnostics Ltd. holds an exclusive license for a biosensor platform technology, based on carbon-nanotubes, for application in the medical field. It is currently working on developing hand-held point-of care molecular diagnostics. Adeda Therapeutics Company Ltd. is developing a novel drug for the treatment of sinus infections, including recurrent respiratory infections in children with cystic fibrosis.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
10.1
Term Agreement, between Tree Top Industries, Inc. and Adesso Biosciences Limited, dated October 12, 2011.

 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
  
TREE TOP INDUSTRIES, INC.
 
       
Date: October 18, 2011
By:
 /s/ David Reichman
 
   
 David Reichman, CEO and Chairman of the Board
 
       
 
 
 
 
 

 
TERM SHEET AGREEMENT
 
Dated October 12, 2011
 
Between
 

 
TREE TOP INDUSTRIES, INC.
 
A corporation duly formed in the State of Nevada,
 
through its wholly owned subsidiary
 
GoHealth.MD, Inc., a Delaware corporation
 
and
 
ADESSO BIOSCIENCES LIMITED
 
A corporation duly formed in the Cayman Islands
 

 
 
1
 

 
THIS TERM SHEET AGREEMENT (the “Agreement”) , dated as of October 12, 2011, is between, GoHealth.MD, Inc. (“GoHealth”), a wholly owned subsidiary of Tree Top Industries, Inc. (“Tree Top”) a Nevada corporation, having offices at 511 Sixth Avenue, Suite 800, New York, NY 10011, and Adesso Biosciences Limited, a Cayman Islands corporation having an official address at P.O. Box 709, Grand Cayman KY1-1107, Cayman Islands.   Adesso Biosciences Limited is the majority owner of Adesso Diagnostics, Ltd. (“Adesso ”) and a 47.5% owner of Adeda Therapeutics Company, Ltd. (“Adeda”), which companies are being acquired by GoHealth through this term sheet agreement as described in point A.  This Agreement is subject to the approval of Tree Top’s board of directors, GoHealth’s board of directors, and the approval of Adesso Biosciences Limited’s board of directors.

Upon Closing:

 
A.
GoHealth acquires 93% of all stock of Adesso  and 47.5% of Adeda

 
B.
In exchange for the shares of stock, Adesso and Adeda are issued GoHealth convertible preferred stock, with two provisions, either of which is exercisable after 2 years and one day:

 
1- 
Convert into outstanding common stock of GoHealth, Inc. based on the capital transfer and operations costs for its operations, and in any case not lower than 51% of outstanding GoHealth stock, and anytime thereafter elect to spin-off into a publicly traded company. Adesso would return half of its outstanding shares of Tree Top acquired in C below. Tree Top would subsequently be released of its obligations to raise capital for GoHealth under this agreement.
 
 
2-
Convert into Tree Top Industries, Inc. common stock at an agreed value, said valuation of Tree Top, and the two companies or parts thereof to be determined by independent certified valuation appraisers as in place the day before the conversion is exercised.

 
C. 
In addition, Adesso is issued Tree Top Industry shares equal to 10% of outstanding stock.
 
 
 
2
 

 
 
D.
Tree Top and Adesso Biosciences Limited will continue to discuss various terms and conditions for the potential acquisition of Wuxi Adesso Nanotech by GoHealth.

 
E.
Adesso and Adeda elect a total of two members to the board of directors of GoHealth, and one shall be elected by Tree Top.

 
F.
Thereafter, GoHealth shall operate under its Chairman & CEO.

 
G.
Prior to the acquisition, Adesso and Adeda each submit a two (2) year business plan to be reviewed and approved, first by the Board of GoHealth and then presented to Tree Top Board for approval.

 
H.
Tree Top and/or GoHealth (f/n/a Adesso and Adeda) raise $2,000,000+/- for the purpose of executing the approved business plan.

 
I.
Tree Top and/or GoHealth execute a secondary capital raise of approximately $5,000,000 - $10,000,000, based on GoHealth’s operating performance, its board request and Tree Top board of directors’ approval.

 
J. 
While Tree Top owns 50% of  the outstanding stock of GoHealth,  GoHealth shall be prohibited from issuing new stock other than that required for the two raises (terms H and I above), which are to be at a reasonably agreed upon valuation.

 
K.
Each issuance can be accompanied by an option pool for performance by officers and employees, which shall be no greater than 10% of GoHealth’s post-raise valuation.  (subject to review by counsel, ERISA, SEC rules and regulations, and Tree Top board of directors)

 
L.
Tree Top retains a material portion (20%) of both raises to operate Tree Top, which include costs of raising capital as well as costs associated with being a public company.

 
M 
After such spin-off, Tree Top shall maintain an ownership position in GoHealth, based on the capital transfer and operation costs for its operations, not to exceed 49% of GoHealth voting stock.

 
N. 
GoHealth executives will be entitled to Tree Top executive compensation plan, based on contribution to Tree Top value.

 
O.
Other material points subject to further discussion


 
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ADESSO BIOSCIENCES LIMITED      TREE TOP INDUSTRIES, INC.  
       
       
By:       /s/                                                               
 
By:       /s/                                                               
 
C. Michael Samson, President
 
David I. Reichman, Chairman & CEO
 
       
       
By:       /s/                                                               
 
By:       /s/                                                               
 
Bo Liang
 
Kathy M. Griffin, President
 
       
By:       /s/                                                               
     
Colin Nuckolls
     
       
       
By:       /s/                                                               
     
Joseph Capriotti
     
       
       
By:       /s/                                                               
     
Kevin Stewart
     
       
 

 

 
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