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): January 17, 2020
PINEAPPLE EXPRESS, INC.
(Exact name of registrant as specified in its charter)
| Wyoming | 000-55896 | 47-5185484 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On January 17, 2020, the Company entered into an agreement with Mr. Ortega whereby in exchange for Mr. Ortega cancelling $1,062,000.00 of existing loans extended to the Company, the Corporation issued to Mr. Ortega 10,000 Shares of Capital Stock of Pineapple Ventures, Inc. (“PVI”). Following the execution of the Purchase Agreement, the Company remains a 40% owner of PVI.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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.
| PINEAPPLE EXPRESS, INC. | ||
| By: | /s/ Shawn Credle | |
| Name: | Shawn Credle | |
| Title: | Chief Executive Officer | |
| Dated: January 24, 2020 | ||
Exhibit 10.1
EXECUTION COPY
| Re: | Agreement by and among Pineapple Express, Inc., Jaime Ortega, | |
| Pineapple Ventures, Inc. and the shareholders thereof. |
This Agreement (this “Agreement”) is made and entered into as of the 17th day of January, 2020, by and among Pineapple Express, Inc., a Wyoming corporation (the “Company”), Jaime Ortega (“Ortega”), Pineapple Ventures, Inc., a company formed under the laws of the State of California (“PVI”), all of the Shareholders of PVI (each a “Shareholder” and collectively the “Shareholders”). Terms not defined herein shall have the meaning ascribed to them in the Exchange Agreement (as defined below).
WHEREAS, pursuant to that certain Share Exchange Agreement dated March 19, 2019, as amended (the “Exchange Agreement”), the Company acquired and presently owns Fifthy Thousand (50,000) shares (reflecting a Fifty percent (50%) ownership interest) of the Capital Stock of PVI;
WHEREAS, Ortega is a majority shareholder of the Company as well as a shareholder of PVI, and has extended loans to the Company; and
WHEREAS, Ortega and the Company wish to enter into this Agreement pursuant to which Ortega shall cancel One Million Sixty Two Thousand Dollars ($1,062,000.00) of the existing loans extended to the Company (the “Ortega Debt”) in exchange for Ten Thousand (10,000) Shares of Capital Stock of PVI to be issued by the Company (the “PVI Shares”).
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree that the Agreement shall be amended as follows:
1. Transfer of PVI Shares in Exchange for Cancellation of the Ortega Debt. Upon execution of this Agreement, the Company shall immediately transfer and deliver all of the PVI Shares to Ortega, free and clear of all liens and encumbrances, in consideration for full satisfaction of the Ortega Debt. The Parties agree to execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.
EXECUTION COPY
2. Ownership of Capital Stock of PVI. Upon execution of this Agreement, the new capital ownership of PVI shall be as follows:
|
Number of Capital Stock |
Percentage Ownership | |||||||
| Jaime Ortega | 59,500 | 59.50 | % | |||||
| Joshua Eisenberg | 500 | 0.50 | % | |||||
| Pineapple Express, Inc. | 40,000 | 40.00 | % | |||||
3. Except as expressly modified herein, the Agreement shall remain in full force and effect in accordance with its original terms.
4. Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Agreement.
5. This Amendment Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment Agreement and all acts and transactions pursuant to the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.
{ Signature Page Follows }
EXECUTION COPY
IN WITNESS WHEREOF, with the intent to be legally bound hereby, the parties hereby execute this Agreement as of the date first written above.
| PINEAPPLE EXPRESS, INC. | ||
| By: | /s/ Matthew Feinstein | |
| Name: | Matthew Feinstein | |
| Title: | Interim Chief Financial Officer | |
| JAIME ORTEGA | ||
| /s/ Jaime Ortega | ||
| PINEAPPLE VENTURES, INC. | ||
| By: | /s/ Shawn Credle | |
| Name: | Shawn Credle | |
| Title: | Chief Executive Officer | |
| PVI MEMBERS: | ||
| Jaime Ortega | ||
| /s/ Jaime Ortega | ||
| Joshua Eisenberg | ||
| /s/ Joshua Eisenberg | ||