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: July 27, 2022
ALTITUDE INTERNATIONAL HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
| New York | 000-55639 | 13-3778988 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
4500 SE Pine Valley Street, Port St. Lucie, FL 34952
(Address of Principal Executive Offices)
772-323-0625
(Registrant’s Telephone Number, including area code)
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 14-a-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: None.
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 Agreement.
On July 27, 2022, Altitude International Holdings, Inc. (the “Company”) executed a Third Addendum to Purchase and Sale Agreement (the “Addendum”) with Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc. (collectively, “Sandpiper”), modifying that certain Purchase and Sale Agreement effective as of April 25, 2022 (the “Agreement”) for the purchase by the Company of property in Port Saint Lucie, Florida (the “Property”). The Property being sold is the Property on which the Company’s facilities are currently located and where the Company currently operates and includes approximately 216 acres and approximately 3,000 feet of waterfront property.
Under the terms of the Addendum, the Agreement is modified such that the Company shall pay a Third Deposit of $250,000 to Sandpiper by July 29, 2022. The Company’s total deposit shall then be $1,250,000. Additionally, the parties have agreed that the Closing Date shall be August 31, 2022.
Further, section 12.12.2 and 12.12.3 of the Agreement, discussing Material Loss and Nonmaterial Loss respectively, are amended by the Addendum. Section 12.12.2 is changed such that if the Casualty Renovation Cost exceeds $250,000 and either party elects not to pay the excess then either party may terminate the Agreement by Notice delivered to the other party, in which case the Deposit shall be returned to the Company. Pursuant to the amended 12.12.3 section, if the Casualty Renovation Cost is less than or equal to $250,000, neither party shall have any right to terminate the Agreement.
The remaining terms of the Agreement remain unchanged.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Third Addendum To Purchase And Sale Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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.
Date: July 29, 2022
| ALTITUDE INTERNATIONAL HOLDINGS, INC. | ||
| By: | /s/ Gregory Breunich | |
| Name: | Gregory Breunich | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 10.1
THIRD ADDENDUM TO PURCHASE AND SALE AGREEMENT
This Third Addendum (“Third Addendum”) to that certain Purchase and Sale Agreement dated effective as of April 25, 2022, as amended by that First Addendum to Purchase and Sale Agreement dated May 31, 2022, and the Second Addendum to Purchase and Sale Agreement dated June 15, 2022 (together, the “Agreement”), entered into by and between SANDPIPER RESORT PROPERTIES, INC., a Florida corporation (“Seller”), joined by HOLIDAY VILLAGE OF SANDPIPER, INC., a Florida corporation (“Operator”), and ALTITUDE INTERNATIONAL HOLDINGS, INC., a New York corporation (“Purchaser”), shall read as follows:
1. The capitalized terms used in this Third Addendum shall have the same meaning as given in the Agreement unless otherwise changed or altered herein.
2. The Purchaser and Seller have agreed that the Closing Date shall be August 31, 2022.
3. Section 2.2.1 of the Agreement is modified to add a Third Deposit of $250,000.00. Purchaser shall wire transfer the Third Deposit to the Escrow Agent on or before July 29, 2022. Purchaser’s total Deposit shall then be $1,250,000.00.
4. Sections 12.12.2 and 12.12.3 are hereby modified in their entirety to read as follows:
12.12.2 Material Loss. If the Casualty Renovation Cost as determined pursuant to Section 12.12.1 exceeds, in the aggregate, $250,000.00, then unless either party elects to pay the excess by Notice delivered to the other party within ten (10) Business Days after the date that the Casualty Renovation Cost is determined, Purchaser or Seller may, at its option, elect to terminate this Agreement by Notice delivered to other party no later than five (5) Business Days after the expiration of the ten (10) Business Day period, in which case the Deposit shall be delivered to Purchaser, and neither party shall have any further rights or obligations hereunder, except for those obligations which expressly survive termination of this Agreement. If Seller elects to pay the excess, then Purchaser will receive a credit against the Purchase price in the amount of the Casualty Renovation Cost in excess of $250,000.00. If Purchaser elects to pay the excess or if Purchaser or Seller fails to timely send the Notice of its election to terminate this Agreement, then Closing shall take place as provided herein without reduction of the Purchase Price, at Closing Seller shall assign the insurance proceeds to Purchaser and credit Purchaser with the deductible under Seller’s casualty insurance policy, if applicable. If the process described in this Section 12.12.2 concludes after the date established as the Closing Date (as may be extended by Section 12.12.1), the Closing Date will be adjourned to ten (10) Business Days following the delivery of the Notice by either party electing to pay the excess or following the expiration of the time allowed for the parties to terminate this Agreement under this Section 12.12.2, without either party so terminating this Agreement, whichever is applicable.
12.12.3 Nonmaterial Loss. If the Casualty Renovation Cost is in the aggregate $250,000.00 or less, then, in any such event, neither party hereto shall have any right to terminate this Agreement and the Closing shall take place as provided herein without reduction of the Purchase Price and without a credit against the Purchase Price for the amount of the Casualty Renovation Cost. At Closing Seller shall assign the insurance proceeds to Purchaser and credit Purchaser with the deductible under Seller’s casualty insurance policy, if applicable.
5. In all other respects where not in conflict herewith the terms and provisions of the Agreement shall remain in full force and effect.
6. This Third Addendum may be executed in one or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall, together, constitute and be one and the same instrument; and, facsimile or electronically submitted signatures of the authorized representatives of the parties hereto shall be considered original signatures for all intents and purposes.
[Signatures appear on the next page]
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IN WITNESS WHEREOF, the parties have executed this Third Addendum as of the day and year stated below.
| SELLER: | PURCHASER: | |||
| SANDPIPER RESORT PROPERTIES, INC., | ALTITUDE INTERNATIONAL HOLDINGS, INC., | |||
| a Florida corporation | a New York corporation | |||
| By: | /s/Eileen M. Kent | By: | /s/ Gregory C. Breunich | |
| Print Name: | Eileen M. Kent, Esq. | Print Name: | Gregory C. Breunich | |
| Print Title: | Vice President | Print Title: | Chairman/CEO | |
| Date: July 28, 2022 | Date: July 28, 2022 | |||
| OPERATOR: | ||||
| HOLIDAY VILLAGE OF SANDPIPER, INC., | ||||
| a Florida corporation | ||||
| By: | /s/Eileen M. Kent | |||
| Print Name: | Eileen M. Kent, Esq. | |||
| Print Title: | Vice President | |||
| Date: July 28, 2022 | ||||
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