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): December 13, 2016
 

HIP CUISINE, INC.

(Exact Name of Registrant as Specified in Charter)

 

  Florida

 

333-209346

 

47-3170676

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer 

of Incorporation)

File Number)

 

Identification No.)

 

2250 NW 114 th Ave. Unit 1P, PTY 11020,

Miami, FL 33172-3652

 (Address of Principal Executive Offices) (Zip Code)

 

 011-507-6501-8105

Registrant’s telephone number, including area code

 

_________________________________________________

(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:

 

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

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))


 

 
 
 

Item 1.01 Entry into a Material Definitive Agreement.

 

On October 24, 2016, Hip Cuisine, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Rawkin Bliss, LLC, a California limited liability company (“RB”), whereby the Company has agreed to acquire the assets of RB more particularly described in the Agreement (the “Assets”) in exchange for the assumption of certain liabilities in the amount of $300,000 (The “Assumed Liabilities”). On December 13, 2016, the Company and RB amended the Agreement whereby the Company agreed to assume an additional $12,203 in liabilities for equipment loans for total Assumed Liabilities of $312,203. RB will assign and transfer to the Company additional Assets consisting of $153,500 of leasehold improvements, $23,750 of equipment and $111,000 in cash, for a total of $288,250 of Assets. In addition, the Company agreed to indemnify and hold RB and/or its members harmless, against any actual, pending or threatened actions, suits or claims against the RB and/or its members which have been disclosed to the Company on or before December 1, 2016, and not otherwise covered by RB’s applicable liability insurance policies. This indemnity shall not apply to any actual, pending or threatened actions, suits or claims that have not been disclosed by RB to the Company on or before December 1, 2016, and shall only apply to any costs or expenses incurred as the result of any such disclosed actual, pending or threatened actions, suits or claims against RB and/or its members after December 1, 2016.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

 

 

10.1 First Amendment Asset Purchase Agreement

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

HIP CUISINE, INC.

 

 

 

 

 

Dated: December 13, 2016

By:     

/s/ Natalia Lopera

Name:

Natalia Lopera

Title:

Chief Executive Officer

 

 

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EXHIBIT 10.1

 

First Amendment to Asset Purchase Agreement

 

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

 

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), is dated as of December 13, 2016, by and between HIP CUISINE, INC., a Florida corporation (“ Purchaser ”), and RAWKIN BLISS, L.L.C., a California limited liability company (“ Seller ”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement as defined herein.

 

RECITALS

 

WHEREAS, the Parties have entered into that certain Asset Purchase Agreement, dated as of October 24, 2016 (as the same may from time to time be amended, modified, supplemented, or restated, the “ Purchase Agreement ”); and

 

WHEREAS, in accordance with Section 6.1 of the Purchase Agreement, the Parties have agreed to amend the Purchase Agreement pursuant to this Amendment, as set forth herein.

 

AGREEMENT

 

In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each Party agrees to amend the Purchase Agreement as follows:
 

1. Amendment to Assumed Liabilities and Purchased Assets . Purchaser shall assume an additional $12,203 in liabilities for equipment loans for total Assumed Liabilities of $312,203. Seller will assign and transfer to Purchaser additional Purchased Assets consisting of $153,500 of leasehold improvements, $23,750 of equipment and $111,000 in cash, for a total of $288,250 of Purchased Assets.

 

 

2. Amendment to Indemnity . Purchaser shall indemnify and hold Seller and/or its members harmless, against any actual, pending or threatened actions, suits or claims against the Seller and/or its members which have been disclosed to Purchaser on or before December 1, 2016, and not otherwise covered by Seller’s applicable liability insurance policies. This indemnity shall not apply to any actual, pending or threatened actions, suits or claims that have not been disclosed by Seller to Purchaser on or before December 1, 2016, and shall only apply to any costs or expenses incurred as the result of any such disclosed actual, pending or threatened actions, suits or claims against the Seller and/or its members after December 1, 2016.

 

 

3. Binding . The provisions of this Amendment shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns.

 

 
 

 

4. Effectiveness; Effective Date . Except to the extent specifically set forth herein, all other terms and provisions of the Purchase Agreement shall remain in full force and effect without change. This Amendment shall be effective as of the date first set forth above.

 

 

5. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law provisions thereof.

 

 

6. Counterparts . This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

 

“PURCHASER”

 

 

HIP CUISINE, INC., a Florida corporation

 

     
By:

/s/ Natalia Lopera

 

Natalia Lopera, Chief Executive Officer

 

 

 

 

 

   

“SELLER”

 

 

 

 

RAWKINS BLIS, LLC, a California limited liability company  

 

 

 

By:

/s/ Lawrence Biggs

 

 

Lawrence Biggs, its Managing Member

 

 

 

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