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): March 29, 2018
PINEAPPLE
EXPRESS, INC.
(Exact
name of registrant as specified in its charter)
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Wyoming
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000-55896
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47-5185484
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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10351
Santa Monica Blvd., Suite 420
Los
Angeles, California 90025
(Address
of principal executive offices) (Zip Code)
877-730-7463
(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))
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. [ ]
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Item
1.01
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Entry into
a Material Definitive Agreement.
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Restated
Binding Letter of Intent
On
March 29, 2018,
Sky Island, Inc. (“Sky Island”) entered into a Restated Binding
Letter of Intent (the “Restated LOI”) with Pineapple Express Consulting, Inc. (“PEC”), a wholly-owned
subsidiary of Pineapple Express, Inc. (the “Company”). Pursuant to the Restated LOI, Sky Island shall transfer its
entire interests in Pineapple Park, LLC (“Pineapple Park”) to Sky Island in exchange for a security deposit of $162,000,
which shall be added on to an existing note (the “Existing Note”) owed by the Company to Sky Island (hereinafter collectively
referred to as the “Transfer”). The Restated LOI replaces and supersedes the Letter of Intent executed by the parties
on August 3, 2017. Pineapple Park’s assets include lease agreements for a combined 37,750 square feet of rentable warehouse
space at 9367 Cassia Road, Adelanto, CA 92301 and 16441 Beaver Road, Adelanto, CA 92301 (the “Properties”). The Transfer
will become effective upon Sky Island demonstrating to PEC that Pineapple Park has received the relevant permits to commercial
cannabis cultivation activities, and that tenants have been sourced to occupy the Properties.
The
foregoing is a summary description of certain terms of the Restated LOI and does not purport to be complete, and it is qualified
in its entirety by reference to the full text of the Restated LOI, a copy of which is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
License
Agreement
On
April 3, 2018, the Company and Sky Island entered into a License Agreement (the “License Agreement”), whereby the
Company granted to Sky Island the non-exclusive right to utilize, including the manufacturing, selling, marketing and distribution
of, certain branding rights owned by the Company described in the License Agreement (the “Licensed Marks”). The License
Agreement restricts Sky Island’s use of the Licensed Marks to the State of California and through certain retail channels
including digital catalog and online marketing via THC.com, Pineapple Express.com, and other marketing platforms solely paid for
by Sky Island. In exchange, Sky Island will pay Pineapple Express a 10% royalty fee on any gross sales of products bearing the
Licensed Marks.
The
foregoing is a summary description of certain terms of the License Agreement and does not purport to be complete, and it is qualified
in its entirety by reference to the full text of the License Agreement, a copy of which is attached hereto as Exhibit 10.2 and
is incorporated herein by reference.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
description of the Existing Note set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item
9.01 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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PINEAPPLE
EXPRESS, INC.
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By:
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/s/
Matthew Feinstein
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Name:
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Matthew
Feinstein
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Dated:
April 4, 2018
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Title:
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Chief
Executive Officer
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Exhibit 10.1
March
29, 2018
Sent
Via Email: MatthewF@pineappleexpress.com
Mr.
Matthew Feinstein, CEO
Pineapple
Express Consulting, Inc.
RE:
Restated Binding Letter of Intent –
Pineapple
Park LLC and Pineapple Ventures Inc.
Dear
Matthew:
This
restated binding letter of intent (“Restated Letter of Intent”) sets forth our understanding as to the revised terms
of the purchase of corporate assets and transfer of the same between the current holder of said assets, Sky Island, Inc., a California
corporation (“SKY ISLAND”) and Pineapple Express Consulting, Inc. (“PEC”). By signing this letter, SKY
ISLAND and PEC confirms the terms set forth herein. This Restated Letter of Intent is legally binding in nature and replaces the
Letter of Intent executed by the parties on August 4, 2017.
Recitals:
WHEREAS,
SKY ISLAND is the current holder of the corporate assets and sole executive officer of Pineapple Park LLC (“PP”) an
asset controlled by SKY ISLAND.
WHEREAS,
SKY ISLAND shall transfer 100% interest in the aforementioned corporate entity, PP. SKY ISLAND has chosen to cancel the lease
of 107,000 SF at 10007 Yucca Road, Adelanto CA in favor of a new location at 9367 Cassia Road & 16441 Beaver Road in Adelanto
CA totaling 37,750 SF of rentable warehouse space.
Total
asking price for 100% transfer of all corporate documents for PP, existing lease of 37,500 SF warehouse space at 9367 Cassia Road
& 16441 Beaver Road in Adelanto CA (Lease Attached as Exhibit “A”), and any and all assets of PP has been set
at reimbursement of the security deposit paid by SKY ISLAND of $162,324, which is the amount paid by SKY ISLAND as a lease deposit
to secure the aforementioned lease. This amount shall be added to the existing note owed to SKY ISLAND by PEC’s parent company,
Pineapple Express, Inc.
WHEREAS,
SKY ISLAND shall make this 100% transfer upon notice by PEC to effectuate said transfer of assets and after demonstration to PEC
that all relevant permits have been obtained relative to commercial cannabis cultivation activities and that tenants have been
sourced to occupy the buildings. Until the date of transfer, SKY ISLAND shall hold the PP corporate assets, make payments on the
lease, and apply for all relevant permitting for the property.
WHEREAS,
SKY ISLAND had incorporated the entity of Pineapple Ventures Inc. on behalf of PEC to make application in the City of Adelanto
for commercial cultivation and manufacturing. Based on current federal government position on cannabis production and sales, PEC
no longer wishes to pursue a license of their own and is choosing to license their name on cannabis products for a royalty instead
of producing and selling product itself so as not to engage in direct sales and distribution of a federally banned product. PEC
also spares the expense and burden of creating its own products and paying SKY ISLAND a fee to obtain licensing.
1901
Avenue of the Stars, 2
nd
Floor Los Angeles, CA 90067 – Direct 866-591-7802
Expenses
.
Except as otherwise provided herein, PEC and SKY ISLAND shall each pay their own respective fees and other out-of-pocket expenses
incurred in connection with the transactions contemplated herein.
Governing
Law
. This Letter of Intent will be governed by and construed in accordance with the laws of the State of California without
giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than those of the State of California.
Counterparts
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This Letter of Intent may be executed in one or more counterparts, each of which will be deemed to be an original copy of this
Letter of Intent and all of which, when taken together, will be deemed to constitute one and the same agreement.
If
the foregoing reflects your understanding of the basic terms of the proposed transaction, please sign a copy of this letter in
the space indicated below and return the same to me.
Very
truly yours,
Sky
Island, Inc.
Acknowledged
and agreed
this
29 day of March, 2018
Pineapple
Express Consulting, Inc. (“PEC”)
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By:
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/s/
Matthew Feinstein
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Name:
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Matthew
Feinstein
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Title:
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CEO
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Acknowledged
and agreed
this
29 day of March, 2018.
Sky
Island, Inc.
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By:
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/s/
Jamie Ortega
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Name:
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Jamie
Ortega
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Title:
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COO
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1901
Avenue of the Stars, 2
nd
Floor Los Angeles, CA 90067 – Direct 866-591-7802
Exhibit 10.2
LICENSE
AGREEMENT
Agreement
No:
One
THIS
LICENSE AGREEMENT is effective as of April 3, 2018. (hereinafter the “Effective Date”) and is made by and between
the following parties (collectively referred to herein as the “Parties” and individually as a “Party”):
PARTIES
:
Pineapple
Express, Inc.,
located at 10351 Santa Monica Blvd., Suite 420, Los Angeles, CA 90025, USA (hereinafter referred to as “OWNER”)
on the one hand, and
Sky
Island Inc.
, located at 1901 Avenue of the Stars, Suite 200, Los Angeles, CA 90067, (hereinafter referred to as the “Licensee”)
on the other hand.
RECITALS
:
WHEREAS,
OWNER has created and owns and/or controls the works identified in the Definitions set forth herein below (hereinafter referred
to as the “Property”) and OWNER has the right to license and authorize third parties to use said Property and to grant
the rights set forth herein below; and
WHEREAS,
Licensee desires to obtain a License to manufacture certain items of merchandise or products bearing or otherwise utilizing the
Property as specifically identified in the Definitions set forth below (herein referred to as the “Licensed Articles”)
and to seek OWNER’s help to market, sell and distribute said Licensed Articles within California (herein referred to as
the “Territory”) and in specific channels of distribution (herein referred to as the “Retail Channels”)
as defined herein below; and
WHEREAS,
the Parties hereto are in agreement with respect to the terms and conditions upon which Licensee shall have the right to use the
Property in connection with the manufacture, marketing, sale and distribution of such Licensed Articles during the Term of this
License Agreement on a non-exclusive basis.
NOW
THEREFORE, in consideration of the mutual promises contained herein and in the Standard Terms and Conditions attached hereto and
made a part hereof, the Parties hereby agree as follows:
In
this License Agreement the following terms shall have the meanings set forth below:
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(a)
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“Property”
shall mean: Any and all licensed products manufactured using cannabis infused oils, tinctures, butters, for topical and ingestible
use. Each specific proposed use of a “Property” shall require the Owner’s prior written approval in each
instance.
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(b)
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“Licensed
Articles” shall mean: The items of merchandise specifically set forth in Exhibit “A” utilizing the Property.
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(c)
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“Term”
shall mean: The period commencing as of the date of signing of this Agreement and ending in ten years unless sooner terminated
in accordance with any of the provisions set forth herein or in the Standard Terms and Conditions attached hereto.
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(d)
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“Territory”
shall mean: California.
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(e)
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“Retail
Channels” shall mean: The channels of distribution set forth in Exhibit “B” for marketing, sale and distribution
of the Licensed Articles.
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(f)
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“Gross
Sales” shall mean: The gross number of all Licensed Articles utilizing the Property which are manufactured and shipped/distributed
by or on behalf of Licensee or any of its directly or indirectly affiliated, associated, related, parent or subsidiary companies
less only: 1) actual, documented and verifiable returns of damaged Licensed Articles actually credited to a customer; and
2) industry customary and normal, documented and verifiable trade discounts actually credited to a customer not to exceed
5% (Five Percent).
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(g)
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“Royalty”
and/or “Royalties” shall mean: 10% (ten percent) of Licensee’s retail selling price of the Licensed Articles
on all Sales of the Licensed Articles as specifically set forth in Section I.(f) above without deductions of any kind and
paid on a monthly basis by the 15
th
of the month covering the preceding calendar month.
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(h)
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“Authorized
Language” shall mean: English.
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(i)
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“Exclusivity”
shall mean: Non-exclusive. For clarity, Licensee acknowledges and agrees that the license granted to it under this License
Agreement is non-exclusive, and that the Owner may enter into licenses of the Property with other third parties, including
competitors of the Licensee, all in Owner’s sole discretion.
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Subject
to the provisions set forth herein and in the Standard Terms and Conditions stated above and below, OWNER hereby grants to Licensee,
and Licensee hereby accepts, a non-exclusive limited License for the right to utilize the Property solely in connection with the
legal branding of the Licensed Articles specified herein and the marketing, sale and distribution of said Licensed Articles in
the specific Territory and Retail Channels granted herein via print and digital catalog and online marketing via THC.com, Pineapple
Express.com, and other marketing platforms solely paid for by Licensee. All rights not specifically granted pursuant to this Agreement
are hereby reserved to OWNER.
Licensee
shall pay OWNER a 10% Royalty on Gross Sales for any products sold by Licensee bearing the marks as listed in Exhibit “A”
and subject to the Term, Territory, Retail Channels, as stated herein.
Nothing
contained herein or in any provision of the Standard Terms and Conditions attached hereto shall be construed to prevent OWNER
from granting any other license to any other person or entity for the use of the Property or from utilizing the Property in any
manner whatsoever.
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III.
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TERMS
AND CONDITIONS
:
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This
License Agreement and all Attachments, Exhibits and/or Schedules thereto as specified herein below shall be deemed a part of this
Agreement.
IN
WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused this Agreement to be duly executed
as of the Effective Date first written above.
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Pineapple Express, Inc. (“OWNER”)
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By:
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/s/
Matthew Feinstein
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Name:
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Matthew Feinstein
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Title:
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CEO
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Sky Island, Inc. (“Licensee”)
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By:
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/s/
Jamie
Ortega
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Name:
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Jamie
Ortega
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Title:
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COO
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ATTACHMENTS
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Description
of Licensed Articles
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(Exhibit
“A”)
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Retail
Channels of Distribution
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(Exhibit
“B”)
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EXHIBIT
“A”
Licensed
Articles
The
Licensed Articles shall consist of only the following:
EXHIBIT
“B”
RETAIL
CHANNELS FOR MARKETING, SALES AND DISTRIBUTION
Retail
Channels for the marketing, sale and distribution of the Licensed Articles shall include only the following channels of distribution:
Sales
to occur in the following manner:
In
California for THC branded products containing cannabis and nationwide for Pineapple Express branded products containing CBD rich
hemp oil.
Marketing
to occur in the following manner:
Via
print and digital catalog and online marketing via THC.com, Pineapple Express.com, and other marketing platforms solely paid for
by Licensee.