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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): 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.) |
6810 North State Road 7
Coconut Creek, FL 33073
(Address of principal executive offices) (Zip Code)
(954) 906-0098
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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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”.
ITEM 1.01 Entry into a Material Definitive Agreement
November 30, 2022 Acquisition Agreement with Houdini Group, Inc., The Tahoe 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, The Tahoe Group, LLC., a California Corporation (“Tahoe”), and Thomas Roland, Tahoe’s President (“Roland”) who owns 100% of Tahoe. Tahoe and Roland are collectively referred to in the agreement as the “Seller”. The agreement provides for our 100% acquisition of Tahoe pursuant to the following provisions: (a) the Closing Date for the 100% Acquisition shall 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) Tahoe shall deliver to the Buyer unaudited financials representing 2021 and 2022 no later than 45 days after November 30, 2022, the signature date of the agreement; (d) we, as Integrated Cannabis, agree to invest $500,000 in Houdini after the Closing from the proceeds of a Regulation A Offering that we are filing; (e) if the $500,000 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 100,000 additional shares of Houdini be issued to him, or rescind the transaction; (f) Roland shall remain as the Tahoe’s President 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 the Closing, the Buyer and Roland shall complete an Employment Agreement providing for Roland’s responsibilities as Tahoe’s President; and (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.
Tahoe will operate as a distributor of cannabis and a cannabis delivery service
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.
ITEM 8.01. OTHER EVENTS.
Press Release dated December 1, 2022
On December 1, 2022, we will be issuing a press release titled “Integrated Cannabis Solutions Executes Acquisition Agreements to acquire 2 Operating Entities in the Cannabis space” 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: December 1, 2022 | By: | /s/ Matthew Dwyer | |
| | Matthew Dwyer | |
| | Chief Executive Officer | |
EXHIBIT 10.1
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of November 2022, between and among Integrated Cannabis Solutions, Inc., a Nevada Corporation and Securities and Exchange Commission Reporting Company, Houdini Group, Inc. (“Houdini” or “Buyer”), a Nevada corporation and wholly owned subsidiary of Integrated Cannabis, The Tahoe Group, LLC. (“Tahoe”), a California Corporation (“Tahoe”), and Thomas Roland, Tahoe’s President (“Roland”). Tahoe 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, Roland owns 100% of all the outstanding Shares of Tahoe, which shall be acquired by Houdini, the Buyer (the “Shares”).
WHEREAS, the Closing Date for the 100% Acquisition will be 3 days after the audited financials have been presented and accepted by Buyer (the “Closing”).
NOW, THEREFORE, the above WHEREAS clauses are incorporated herein as terms to this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements described in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Buyer and the Seller hereby agree as follows:
1. CONSIDERATION/OPERATIONS.
1.1 Houdini shall issue 250,000 shares of its Common stock to Roland.
1.2 Tahoe shall deliver to Buyer unaudited financials representing 2021 and 2022 no later than 45 days after signing this agreement.
1.3 Integrated Cannabis shall agree to invest $500,000 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 60 days after an audit is delivered, then Roland can either choose to extend the time for the investment, or request 100,000 additional shares of Houdini be issued to him, or rescind the transaction.
1.4 Upon the Closing, the operations of Tahoe shall become the operations of the Buyer.
1. 5 Buyer agrees to bear all expenses incurred by this transaction, but not limited to legal, accounting and filing fees.
2. MANAGEMENT OF TAHOE/BOARD SEAT WITH THE BUYER/EMPLOYMENT AGREEMENT
2.1 Roland shall remain as the President of Tahoe and shall manage its operations.
2.2 After the Closing, Integrated Cannabis shall appoint Roland as a member of its Board of Directors or anyone he chooses to be his proxy to fill his seat.
2.3 Prior to completion of the Closing, the Buyer and Roland shall complete an Employment Agreement providing for Roland’s responsibilities as Tahoe’s President.
2.4 Integrated Cannabis shall grant Cashless Stock Options to Roland, the terms and number of Stock Options of which shall be subject to negotiation between the Parties.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to Buyer that the following statements are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date (as hereafter defined).
3.1 Authority; Capacity. The Seller has full power, authority and capacity to execute and deliver and to perform his duties and obligations under this Agreement. This Agreement is the legal, valid and binding obligation of the Seller and is enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of the court before which any proceeding may be brought.
3.2 Financial Statements. The Seller hereby warrants that the financial statements of Tahoe as of December 31, 2022, when delivered within 45 days of executing this Agreement, shall truthfully and accurately represent its financial condition as of that date.
3.3 No Conflicts; Consents. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any constitution, statute, regulation, rule, injunction, judgment, order, permit, decree, ruling, charge, or other restriction of any government, governmental agency, court or arbitrator to which the Seller or any of his assets are subject; (ii) conflict with, result in a breach of, constitute a default under (or with notice or the lapse of time or both could result in a breach of or constitute a default), result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or bound or to which any of his assets are subject; (iii) that could result in the creation or imposition of any lien, security interest or encumbrance in, to or on the Shares or any asset of the Seller; or (iv) require the Seller to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency, creditor or other third party in order to consummate the transactions contemplated by this Agreement
3.4 Litigation. There are no claims, demands, filings, hearings, notices of violation, proceedings, notices or demand letters, investigations, administrative proceedings, civil, criminal or other actions, litigation, suits, mediations, arbitrations or other legal proceedings pending or threatened against the Seller relating to, resulting from or affecting the Shares or that would materially impair the ability of the Seller to perform his duties or obligations under, or to consummate the transactions contemplated by, this Agreement.
3.5 Title. Roland and Dwyer are the lawful owner of, and has good and marketable title to, the Shares, free and clear of any and all liens, restrictions, claims, charges, security interests and encumbrances (contractual or otherwise) of any kind, nature or type whatsoever. Roland is the lawful owner of, and has good and marketable title to, the Shares, free and clear of all liens, restrictions, claims, charges, security interests and encumbrances (contractual or otherwise) of any kind, nature or type whatsoever.
3.6 Taxes. Tahoe has duly and timely filed all tax returns and reports required to be filed prior to the date of this Agreement and timely paid all taxes that have been incurred or are due and payable pursuant to such Returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such Returns. No deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of tax has been proposed, asserted or assessed by any taxing authority against Tahoe. There are no actions, suits, taxing authority proceedings, or audits now in progress, pending or threatened against Tahoe.
3.7 The Purchased Shares. The Shares being purchased by the Buyer under this Agreement shall represent 100% of the issued and outstanding Shares of Tahoe, respectively, as provided for under the terms of this Agreement.
3.8 No Pending Transactions. Except for this Agreement, Tahoe is not a party to or bound by any agreement, undertaking or commitment to sell, lease, assign, transfer or exchange any of the Shares to any other entity or person.
3.9 Full Disclosure. No representation or warranty of the Seller in this Agreement or any agreement, document or scheduled executed or delivered in connection with this Agreement contains any untrue statement of a material fact or omits to state any material fact which makes any such representation or warranty misleading.
4. REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer hereby represents and warrants to the Seller that the following statements are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date.
4.1 Organization. The Buyer is duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is duly registered or qualified to do business and are in good standing in each jurisdiction in which the nature of its business or properties requires such registration or qualification, except where the failure to so register or qualify would have a material adverse effect.
4.2 Authority; Capacity. The Buyer has full power and authority to execute and deliver, and to perform its duties and obligations under, this Agreement. The execution and delivery of, the performance of its obligations under, and the consummation of the transactions contemplated by, this Agreement and any agreement, document, instrument or certificate executed or to be executed in connection with this Agreement, have been duly authorized by all necessary action on the part of the Buyer. This Agreement is the legal, valid and binding obligation of the Buyer and is enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of the court before which any proceeding may be brought.
4.3 No Conflicts; Consents. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provision of the organizational documents, as amended, of the Buyer; (ii) violate or conflict with any constitution, statute, regulation, rule, injunction, judgment, order, permit, decree, ruling, charge, or other restriction of any government, governmental agency, court or arbitrator to which the Buyer or any of its assets are subject; (iii) conflict with, result in a breach of, constitute a default under (or with notice or the lapse of time or both could result in a breach of or constitute a default), result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or bound or to which any of its assets are subject; (iv) result in or require the creation or imposition of any lien, security interest or encumbrance in, to or on any of the properties of the Buyer; or (v) require the Buyer to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency, creditor or other third party in order to consummate the transactions contemplated by this Agreement.
4.4 Litigation. There are no claims, demands, filings, hearings, notices of violation, proceedings, notices or demand letters, investigations, administrative proceedings, civil, criminal or other actions, litigation, suits, mediations, arbitrations or other legal proceedings pending or threatened against the Buyer that would materially impair the ability of the Buyer to perform its duties or obligations under, or to consummate the transactions contemplated by, this Agreement.
4.5 Full Disclosure. No representation or warranty of the Buyer in this Agreement or any agreement, document or schedule executed or delivered in connection with this Agreement contains any untrue statement of a material fact or omits to state any material fact which makes any such representation or warranty misleading.
5. Deliveries by Roland. At Closing, Roland shall execute and deliver any certificate or book entry or other documents to transfer the Shares to the Buyer as necessary to transfer title to the Shares to the Buyer.
6. Deliveries by Buyer. At Closing, the Buyer shall execute and deliver: (i) a certificate representing the Roland and Dwyer Shares; (ii) and all documents required to be executed in connection therewith and any other document, certificate or instrument deemed reasonably requested by the Seller to consummate the transactions contemplated by this Agreement.
7. TERMINATION.
7.1. This Agreement may be terminated upon providing written notice to the other parties at or prior to Closing the written consent of the Buyer and the Seller, which termination shall be effective as of the date described in such consent.
7.2 Misrepresentation or Breach. By the Buyer or the Seller if: (i) any representation or warranty of the other party in this Agreement shall be false, misleading or incorrect in any material respect; or (ii) the other party shall fail to perform any of its duties, obligations or covenants described in this Agreement by or within the required period, which failure to perform is not cured within ten (10) days after the non-defaulting party notifies the defaulting party in writing of such failure to perform.
7.3 Effects of Termination. In the event this Agreement is terminated, the Seller and the Buyer shall have no further rights, duties, obligations or responsibilities described in this Agreement, except for: (i) the respective indemnification rights and obligations of the Seller and the Buyer.
8. INDEMNIFICATION. Integrated Cannabis, Houdini, The Tahoe Group, and Roland hereby mutually covenant and agree to indemnify one another, save, defend, hold harmless, discharge, and release their respective affiliates and their respective stockholders, members, partners, directors, managers, officers, employees, agents, representatives, successors and assigns from and against any and all payments, charges, judgments, assessments, liabilities, obligations, claims, demands, actions, losses, damages, penalties, interest or fines, and any and all costs and expenses paid or incurred, including attorney fees, costs, fees of experts and any legal or other expenses reasonably incurred in connection therewith (collectively, the “Liabilities”), arising from, based upon, related to or associated with this Agreement.
9. SURVIVAL OF REPRESENTATIONS AND COVENANTS. The Parties hereby agree and covenant that all of the representations, warranties and covenants in this Agreement shall survive the Closing or termination of this Agreement for a period of five (5) years.
10. ENTIRE AGREEMENT. This Agreement and the exhibits attached to this Agreement constitute the entire agreement and understanding between the Buyer and the Seller and supersede any and all prior understandings, agreements or representations between the Buyer and the Seller, whether written or oral, related in any way to the subject matter of this Agreement.
11. BINDING EFFECT. This Agreement shall be binding upon, and shall inure to the benefit of the Buyer, the Seller and their respective heirs, legal representatives, successors and permitted assigns.
12. ASSIGNMENT. Neither the Seller or Roland may assign any of his rights, or delegate any of his duties or obligations, under this Agreement without the prior written consent of the Buyer, which consent may be withheld, conditioned or delayed at the Buyer’s sole discretion.
13. MULTIPLE COUNTERPARTS. This Agreement may be executed, by facsimile or otherwise, in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
14. HEADINGS. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
15. NOTICES. Any notices or communications required or permitted to be given by this Agreement must be (i) given in writing, and (ii) be personally delivered or mailed by prepaid mail or overnight courier, or by facsimile transmission delivered or transmitted to the party to whom such notice or communication is directed, to the address of such party as follows:
To Seller:
The Tahoe Group, LLC.
Thomas Roland
8671 Elder Creek Road, Suite 640
Sacramento, CA 95828
To Buyer:
Houdini Group, Inc.
C/O Matthew Dwyer
6810 N State Road 7
Coconut Creek, FL 33073
To Integrated Cannabis Solutions, Inc.
Integrated Cannabis Solutions, Inc.
Matthew Dwyer
6810 N State Road 7
Coconut Creek, FL 33073
Any such notice or communication shall be deemed to have been given on (i) the day such notice or communication is personally delivered, (ii) three (3) days after such notice or communication is mailed by prepaid certified or registered mail, (iii) one (1) working day after such notice or communication sent by overnight courier, or (iv) on the day such notice or communication is faxed and the sender has received a confirmation of such fax. Any party may, for purposes of this Agreement, change its address, fax number, or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other parties.
16. AMENDMENTS. This Agreement may be amended at any time by a written instrument signed by the Buyer and the Seller.
17. SEVERABILITY. If any provision contained in this Agreement shall for any reason be held to be invalid, illegal, void or unenforceable in any respect, such provision shall be deemed modified so as to constitute a provision conforming as nearly as possible to the invalid, illegal, void or unenforceable provision while still remaining valid and enforceable and the remaining terms or provisions contained in this Agreement shall not be affected thereby.
18. PREVAILING PARTY. In the event that either party brings any suit, action or proceeding against the other party for any reason arising from or related to this Agreement, then the prevailing party shall be entitled to recover from the other party any and all costs and expenses, including reasonable attorney fees, arising from or related to the suit, action or proceeding.
19. FURTHER ACTIONS. From and after the execution of this Agreement, the Buyer and the Seller agree to, upon the request of the other party, execute and deliver to the other party any further documents, certificates or instruments, and to perform any further acts as may be required or reasonably requested to complete or evidence the transaction contemplated by this Agreement.
20. CONSTRUCTION. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted by the Buyer and the Seller, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement.
21. GOVERNING LAW; VENUE; JURISDICTION. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. The Buyer and the Seller further agree that any dispute arising out of this Agreement shall be decided by either the state or federal courts in Fort Lauderdale, Florida. The Buyer and the Seller shall each submit to the jurisdiction of those courts.
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the day and year first written above.
| Houdini Group, Inc. | |
| | | |
| By: | /s/ Matthew Dwyer | |
| | Matthew Dwyer, President | |
| | | |
| Integrated Cannabis Solutions, Inc. | |
| | | |
| By: | /s/ Matthew Dwyer | |
| | Matthew Dwyer, Chief Executive Officer | |
| | | |
| The Tahoe Group, LLC. | |
| | | |
| By: | /s/ Thomas Roland | |
| | Thomas Roland, President | |
| | | |
| Thomas Roland | |
| | | |
| /s/ Thomas Roland | |
| Thomas Roland | |
EXHIBIT 10.2
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of November 2022, between and among Integrated Cannabis Solutions, Inc. (“Integrated Cannabis”), a Nevada corporation and Securities and Exchange Commission Reporting Company, Houdini Group, Inc. (“Houdini” or “Buyer”), a Nevada corporation and wholly owned subsidiary of Integrated Cannabis, Global Consortium Group, LLC. (“Global”), a California Corporation (“Global”), Thomas Roland, Global’s President (“Roland”), and . 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, Roland owns 81% of all the outstanding Shares of Global and Matthew Dwyer owns 19% of all the outstanding Shares of Global, which the Buyer shall acquire from Roland and Dwyer, respectively (the “Shares”).
WHEREAS, the Closing Date for the 100% Acquisition will be 3 days after the audited financials have been presented and accepted by Buyer (the “Closing”).
NOW, THEREFORE, the above WHEREAS clauses are incorporated herein as terms to this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements described in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Buyer and the Seller hereby agree as follows:
1. CONSIDERATION/OPERATIONS.
1.1 Houdini shall issue 250,000 shares of its Common stock to Roland.
1.2 Tahoe shall deliver to Buyer unaudited financials representing 2021 and 2022 no later than 45 days after signing this agreement.
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 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.
1.4 Upon the Closing, the operations of Global shall become the operations of the Buyer.
1.5 Buyer agrees to bear all expenses incurred by this transaction, but not limited to legal, accounting and filing fees.
2. MANAGEMENT OF GLOBAL/BOARD SEAT WITH THE BUYER/EMPLOYMENT AGREEMENT
2.1 Roland shall remain as the President of Global and shall manage its operations.
2.2 After the Closing, Integrated Cannabis shall appoint Roland as a member of its Board of Directors or anyone he chooses to be his proxy to fill his seat.
2.3 Prior to completion of the Closing, the Buyer and Roland shall complete an Employment Agreement providing for Roland’s responsibilities as Global’s President.
2.4 Integrated Cannabis shall grant Cashless Stock Options to Roland, the terms and number of Stock Options of which shall be subject to negotiation between the Parties.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby represents and warrants to Buyer that the following statements are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date (as hereafter defined).
3.1 Authority; Capacity. The Seller has full power, authority and capacity to execute and deliver and to perform his duties and obligations under this Agreement. This Agreement is the legal, valid and binding obligation of the Seller and is enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of the court before which any proceeding may be brought.
3.2 Financial Statements. The Seller hereby warrants that the financial statements of Global as of December 31, 2022, when delivered within 30 days of executing this Agreement, shall truthfully and accurately represent its financial condition as of that date.
3.3 No Conflicts; Consents. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any constitution, statute, regulation, rule, injunction, judgment, order, permit, decree, ruling, charge, or other restriction of any government, governmental agency, court or arbitrator to which the Seller or any of his assets are subject; (ii) conflict with, result in a breach of, constitute a default under (or with notice or the lapse of time or both could result in a breach of or constitute a default), result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or bound or to which any of his assets are subject; (iii) that could result in the creation or imposition of any lien, security interest or encumbrance in, to or on the Shares or any asset of the Seller; or (iv) require the Seller to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency, creditor or other third party in order to consummate the transactions contemplated by this Agreement
3.4 Litigation. There are no claims, demands, filings, hearings, notices of violation, proceedings, notices or demand letters, investigations, administrative proceedings, civil, criminal or other actions, litigation, suits, mediations, arbitrations or other legal proceedings pending or threatened against the Seller relating to, resulting from or affecting the Shares or that would materially impair the ability of the Seller to perform his duties or obligations under, or to consummate the transactions contemplated by, this Agreement.
3.5 Title. Roland and Dwyer are the lawful owner of, and has good and marketable title to, the Shares, free and clear of any and all liens, restrictions, claims, charges, security interests and encumbrances (contractual or otherwise) of any kind, nature or type whatsoever. Roland is the lawful owner of, and has good and marketable title to, the Shares, free and clear of all liens, restrictions, claims, charges, security interests and encumbrances (contractual or otherwise) of any kind, nature or type whatsoever.
3.6 Taxes. Global has duly and timely filed all tax returns and reports required to be filed prior to the date of this Agreement and timely paid all taxes that have been incurred or are due and payable pursuant to such Returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such Returns. No deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of tax has been proposed, asserted or assessed by any taxing authority against Global. There are no actions, suits, taxing authority proceedings, or audits now in progress, pending or threatened against Global.
3.7 The Purchased Shares. The Shares being purchased by the Buyer under this Agreement shall represent 100% of the issued and outstanding Shares of Global, respectively, as provided for under the terms of this Agreement.
3.8 No Pending Transactions. Except for this Agreement, Global is not a party to or bound by any agreement, undertaking or commitment to sell, lease, assign, transfer or exchange any of the Shares to any other entity or person.
3.9 Full Disclosure. No representation or warranty of the Seller in this Agreement or any agreement, document or scheduled executed or delivered in connection with this Agreement contains any untrue statement of a material fact or omits to state any material fact which makes any such representation or warranty misleading.
4. REPRESENTATIONS AND WARRANTIES OF BUYER. The Buyer hereby represents and warrants to the Seller that the following statements are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date.
4.1 Organization. The Buyer is duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is duly registered or qualified to do business and are in good standing in each jurisdiction in which the nature of its business or properties requires such registration or qualification, except where the failure to so register or qualify would have a material adverse effect.
4.2 Authority; Capacity. The Buyer has full power and authority to execute and deliver, and to perform its duties and obligations under, this Agreement. The execution and delivery of, the performance of its obligations under, and the consummation of the transactions contemplated by, this Agreement and any agreement, document, instrument or certificate executed or to be executed in connection with this Agreement, have been duly authorized by all necessary action on the part of the Buyer. This Agreement is the legal, valid and binding obligation of the Buyer and is enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of the court before which any proceeding may be brought.
4.3 No Conflicts; Consents. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provision of the organizational documents, as amended, of the Buyer; (ii) violate or conflict with any constitution, statute, regulation, rule, injunction, judgment, order, permit, decree, ruling, charge, or other restriction of any government, governmental agency, court or arbitrator to which the Buyer or any of its assets are subject; (iii) conflict with, result in a breach of, constitute a default under (or with notice or the lapse of time or both could result in a breach of or constitute a default), result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or bound or to which any of its assets are subject; (iv) result in or require the creation or imposition of any lien, security interest or encumbrance in, to or on any of the properties of the Buyer; or (v) require the Buyer to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency, creditor or other third party in order to consummate the transactions contemplated by this Agreement.
4.4 Litigation. There are no claims, demands, filings, hearings, notices of violation, proceedings, notices or demand letters, investigations, administrative proceedings, civil, criminal or other actions, litigation, suits, mediations, arbitrations or other legal proceedings pending or threatened against the Buyer that would materially impair the ability of the Buyer to perform its duties or obligations under, or to consummate the transactions contemplated by, this Agreement.
4.5 Full Disclosure. No representation or warranty of the Buyer in this Agreement or any agreement, document or schedule executed or delivered in connection with this Agreement contains any untrue statement of a material fact or omits to state any material fact which makes any such representation or warranty misleading.
5. Deliveries by Roland. At Closing, Roland shall execute and deliver any certificate or book entry or other documents to transfer the Shares to the Buyer as necessary to transfer title to the Shares to the Buyer.
6. Deliveries by Buyer. At Closing, the Buyer shall execute and deliver: (i) a certificate representing the Roland and Dwyer Shares; (ii) and all documents required to be executed in connection therewith and any other document, certificate or instrument deemed reasonably requested by the Seller to consummate the transactions contemplated by this Agreement.
7. TERMINATION.
7.1. This Agreement may be terminated upon providing written notice to the other parties at or prior to Closing the written consent of the Buyer and the Seller, which termination shall be effective as of the date described in such consent.
7.2 Misrepresentation or Breach. By the Buyer or the Seller if: (i) any representation or warranty of the other party in this Agreement shall be false, misleading or incorrect in any material respect; or (ii) the other party shall fail to perform any of its duties, obligations or covenants described in this Agreement by or within the required period, which failure to perform is not cured within ten (10) days after the non-defaulting party notifies the defaulting party in writing of such failure to perform.
7.3 Effects of Termination. In the event this Agreement is terminated, the Seller and the Buyer shall have no further rights, duties, obligations or responsibilities described in this Agreement, except for: (i) the respective indemnification rights and obligations of the Seller and the Buyer.
8. INDEMNIFICATION. Integrated Cannabis, Houdini, Global, and Roland hereby mutually covenant and agree to indemnify one another, save, defend, hold harmless, discharge, and release their respective affiliates and their respective stockholders, members, partners, directors, managers, officers, employees, agents, representatives, successors and assigns from and against any and all payments, charges, judgments, assessments, liabilities, obligations, claims, demands, actions, losses, damages, penalties, interest or fines, and any and all costs and expenses paid or incurred, including attorney fees, costs, fees of experts and any legal or other expenses reasonably incurred in connection therewith (collectively, the “Liabilities”), arising from, based upon, related to or associated with this Agreement.
9. SURVIVAL OF REPRESENTATIONS AND COVENANTS. The Parties hereby agree and covenant that all of the representations, warranties and covenants in this Agreement shall survive the Closing or termination of this Agreement for a period of five (5) years.
10. ENTIRE AGREEMENT. This Agreement and the exhibits attached to this Agreement constitute the entire agreement and understanding between the Buyer and the Seller and supersede any and all prior understandings, agreements or representations between the Buyer and the Seller, whether written or oral, related in any way to the subject matter of this Agreement.
11. BINDING EFFECT. This Agreement shall be binding upon, and shall inure to the benefit of, the Buyer, the Seller and their respective heirs, legal representatives successors and permitted assigns.
12. ASSIGNMENT. Neither the Seller or Roland may assign any of his rights, or delegate any of his duties or obligations, under this Agreement without the prior written consent of the Buyer, which consent may be withheld, conditioned or delayed at the Buyer’s sole discretion.
13. MULTIPLE COUNTERPARTS. This Agreement may be executed, by facsimile or otherwise, in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
14. HEADINGS. The headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
15. NOTICES. Any notices or communications required or permitted to be given by this Agreement must be (i) given in writing, and (ii) be personally delivered or mailed by prepaid mail or overnight courier, or by facsimile transmission delivered or transmitted to the party to whom such notice or communication is directed, to the address of such party as follows:
To Seller:
Global Consortium Group, LLC.
Thomas Roland
8671 Elder Creek Road, Suite 700
Sacramento, CA 95828
To Buyer:
Houdini Group, Inc.
C/O Matthew Dwyer
6810 N State Road 7
Coconut Creek, FL 33073
To Integrated Cannabis Solutions, Inc.
Integrated Cannabis Solutions, Inc.
Matthew Dwyer
6810 N State Road 7
Coconut Creek, FL 33073
Any such notice or communication shall be deemed to have been given on (i) the day such notice or communication is personally delivered, (ii) three (3) days after such notice or communication is mailed by prepaid certified or registered mail, (iii) one (1) working day after such notice or communication sent by overnight courier, or (iv) on the day such notice or communication is faxed and the sender has received a confirmation of such fax. Any party may, for purposes of this Agreement, change its address, fax number, or the person to whom a notice or other communication is marked to the attention of, by giving notice of such change to the other parties.
16. AMENDMENTS. This Agreement may be amended at any time by a written instrument signed by the Buyer and the Seller.
17. SEVERABILITY. If any provision contained in this Agreement shall for any reason be held to be invalid, illegal, void or unenforceable in any respect, such provision shall be deemed modified so as to constitute a provision conforming as nearly as possible to the invalid, illegal, void or unenforceable provision while still remaining valid and enforceable and the remaining terms or provisions contained in this Agreement shall not be affected thereby.
18. PREVAILING PARTY. In the event that either party brings any suit, action or proceeding against the other party for any reason arising from or related to this Agreement, then the prevailing party shall be entitled to recover from the other party any and all costs and expenses, including reasonable attorney fees, arising from or related to the suit, action or proceeding.
19. FURTHER ACTIONS. From and after the execution of this Agreement, the Buyer and the Seller agree to, upon the request of the other party, execute and deliver to the other party any further documents, certificates or instruments, and to perform any further acts as may be required or reasonably requested to complete or evidence the transaction contemplated by this Agreement.
20. CONSTRUCTION. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted by the Buyer and the Seller, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement.
21. GOVERNING LAW; VENUE; JURISDICTION. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. The Buyer and the Seller further agree that any dispute arising out of this Agreement shall be decided by either the state or federal courts in Fort Lauderdale, Florida. The Buyer and the Seller shall each submit to the jurisdiction of those courts.
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the day and year first written above.
| Houdini Group, Inc. | |
| | | |
| By: | /s/ Matthew Dwyer | |
| | Matthew Dwyer, President | |
| | | |
| Integrated Cannabis Solutions, Inc. | |
| | | |
| By: | /s/ Matthew Dwyer | |
| | Matthew Dwyer, Chief Executive Officer | |
| | | |
| Global Consortium Group, LLC. | |
| | | |
| By: | /s/ Thomas Roland | |
| | Thomas Roland, President | |
| Thomas Roland | |
| | |
| /s/ Thomas Roland | |
| Thomas Toland | |
| | |
| Matthew Dwyer | |
| | |
| /s/ Matthew Dwyer | |
| Matthew Dwyer | |
EXHIBIT 99.1
Integrated Cannabis Solutions Executes Acquisition Agreements to acquire 2 Operating Entities
in the Cannabis space.
The 2 entities combined have current monthly revenue of over $500,000 a month
December 1, 2022 - Coconut Creek, FL Integrated Cannabis Solutions, Inc. (“Integrated Cannabis” or the “Company”) (OTCPINK: IGPK), is pleased to share the following update.
IGPK formed a new wholly owned subsidiary, Houdini Group, Inc., which then executed 2 Acquisition Agreements to acquire 2 operating Cannabis California based entities: Houdini Labs and The Tahoe Group. The 3rd entity was not needed and did not reduce any revenue that was projected to be acquired.
Houdini Group has the capacity to grow over the next few months to a potential of $1.5 million in Gross monthly revenue and a potential of $400,000 Net income during a single shift.
Tahoe Group, LLC., operates as a Distributor of cannabis, delivery service, and Infused manufacturing. The license owned by the Tahoe Group allows the company to operate three operations:
Delivery –Phoenix Delivery - acts like any other delivery service. Cannabis products are ordered from the company’s website by a customer, and then a driver brings them to the customer and collects payment. Delivery companies are virtual dispensaries operating without a storefront. Customers cannot come and pick up any goods and all goods must be delivered. Home - Phoenix Delivery-Sacramento, CA Cannabis Delivery (gophoenixdelivery.com) Delivery is expected to be operational in January of 2023.
Infused Manufacturing – Tahoe Group is able to produce the following products; Gummy’s, Tinctures, Pre rolls, Vape carts, and Topicals.
Distribution – Genesis Distribution (“Genesis”) is a world-class swift, safe and secure cannabis products distribution company delivering to licensed brick-and-mortar retail stores in California. Genesis provides Pick-up, Warehousing, Sales & Marketing, Branding & Packaging, Testing, Delivery & Cash Collection, Compliance & regulatory support. Genesis is fully compliant, delivering State-of-the-art security while providing leading cannabis products to dispensaries. Focusing on sales planning, pricing and promotions, Genesis delivers the buying decisions that its brand partners want and expect to expand market share. Home - Genesis Distribution (wpengine.com)
Global Consortium Group, LLC (operates Houdini Labs as a DBA).
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 and CO2 equipment and butane extraction. 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/
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. 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:
Matthew Dwyer
matt@igpk.org
www.igpk.org
Twitter @IGPKOTC
954-906-0098