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): September 27, 2018


EPHS HOLDINGS, INC.

(Exact name of registrant as specified in charter)


Nevada

000-55906

82-4383947

(State or other jurisdiction of incorporation
or organization)

(Commission File No.)

(IRS Employer Identification No.)


7694 Colony Palm Drive Boynton Beach, FL 33436

(Address of principal executive offices and zip code)


(212) 321-0091

(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 registrant under any of the following provisions:

 

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12(b) 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 checkmark 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 September 27, 2018, EPHS Holdings, Inc. (the “Company”) entered into a binding Letter of Intent (the “LOI”) with Merritt Valley Cannabis Company Corp. (“MVC”), a Canadian corporation engaged in providing low cost energy, project plans, intellectual property, and proprietary business plans for the cannabis industry.


The LOI contemplates that the Company will purchase and acquire all of MVC’s issued and outstanding shares in exchange for 8,100,000 newly issued shares of common stock of the Company. These shares will be added to the Company’s already established outstanding share pool. MVC is not obligated to complete the sale as provided for in the LOI unless, on the Closing Date, or such other date as may be expressly stated within the LOI, each of the following conditions have been satisfied: (1) the Company shall pass a resolution, concurrent with Closing, appointing a nominee of MVC as president of the Company, (2) the Company shall pass a resolution, concurrent with Closing appointing a nominee of MVC to the Company’s Board of Directors, and (3) the Company shall take assignment of the offer to purchase the 56-acre real estate property in the City of Merritt, which MVC currently have under contract.


The description of the LOI does not purport to be complete and is qualified in its entirety by reference to the LOI, which is filed as Exhibit 10.1. hereto, and is incorporated herein by reference.


On October 3, 2018, the Company issued a press release announcing the completion of the transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01   Financial Statements and Exhibits


(d) Exhibits


Exhibit No.

 

Description

 

 

 

10.1

 

Letter of Intent with Merritt Valley Cannabis Company Corp.

99.1

 

Press Release




 



 



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.


Dated:  October 3, 2018

EPHS HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Gianfranco Bentivoglio

 

Name:

Gianfranco Bentivoglio

 

Title:

Chief Executive Officer and Chief Financial Officer








 


EXHIBIT 10.1


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EXHIBIT 99.1


EPHS Holdings, Inc. Signs Binding Letter of Intent to Acquire Merritt Valley Cannabis Corporation


EPHS Holdings, Inc. (the “Company”) (OTCQB: STNN), a development stage company, is excited to announce the signing of a binding Letter of Intent ("LOI") to acquire 100% of the issued and outstanding shares of privately held Merritt Valley Cannabis Corporation, a Canadian corporation, in a non-cash transaction and the appointment of Stevan Perry as the Company’s President.


Mr. Perry is a senior executive and business development leader with over 18 years of corporate, operational and project management experience. He has a progressive career involving the successful business development of major projects, scaled energy solutions and business modeling for energy intensive start-ups, fortune 100 companies and some world’s largest Cannabis Companies.


Mr. Perry’s most recent works with The Green Organic Dutchman Holdings Ltd. (TSX: TGOD) (US: TGODF) during their development stage, brings both experience and efficiency as the Company prepares to enter into the commercial scale cultivation of cannabis.  Mr. Perry also acted as an energy leader for both Honeywell  (NYSE: HON) and Eaton. (NYSE: ETN).


The Company’s CEO, Gianfranco Bentivoglio, commented, "The commercial cultivation market of cannabis for CBD and THC related products is explosive and the timing of our acquisition could not be better. With Stevan's history in the industry and his expertise in energy efficiency, the ability to be both a strong producer in the sector, will position the company to be one of the lowest cost producers in industry delivering maximum value to our shareholders”


Mr. Perry commented “On behalf of the entire MVC team, we would like to thank the EPHS team and it shareholders.  We are excited to integrate our business plans and IP, that we will feel will position EPHS Holdings Inc. to be one of the lowest cost producers in the industry.”


Forward-Looking Statements


Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" are based on expectations, estimates and projections at the time the statements are made, and involve risks and uncertainties, which could cause actual results or events to differ materially from those currently anticipated, including, but not limited to delays, difficulties, changed strategies, or unanticipated factors or circumstances affecting EPHS Holdings, Inc. and its business.  Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in the Company's filings with the SEC, including, but not limited to, its Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. The risk factors and other factors noted in the Company's SEC filings could cause actual results to differ materially from those contained in any forward-looking statement.


John Bentivoglio, CEO

EPHS Holdings Inc

johnb@ephsholdings.com

212-321-0091