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): February 12, 2021
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MED SPA VACATIONS INC. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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333-210922 |
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47-5268172 |
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(State or other
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(Commission
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(I.R.S. Employer
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610 Jones Ferry Road, Suite 207 Carrboro, NC |
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27510 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (919) 933-2720
(Former name or former address, if changed since last report.)
N/A
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))
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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None |
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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. ☐
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Item 1.01 Entry into a Definitive Material Agreement.
On February 12, 2021, the board of directors of Med Spa Vacations, Inc., a Nevada corporation (the “Company”), authorized and approved the Company’s entry into a one-year consulting agreement (the “Consulting Agreement”) with Benzions LLC, a Delaware limited liability company (“Benzions”), to be effective as of March 1, 2021, pursuant to which Benzions will provide certain strategic advisory and investor relations services to the Company in consideration for a consulting fee of $4,000 per month. The Consulting Agreement can be terminated by either party, at any time, upon 30 days’ written notice.
The foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On February 12, 2021, the Company received a loan in the amount of $150,000 (the “Loan”) from Hometown International Inc., a Nevada corporation (“Hometown”). To evidence the Loan, the Company issued a promissory note in the principal amount of $150,000 (the “Note”) to Hometown, with a maturity date of February 11, 2022. Interest accrues on the principal amount of the Note at the rate of six percent (6%) per annum, and shall be paid on a quarterly basis, in the amount of $2,250 per quarter, on the following dates: May 12, 2021; August 12, 2021, November 12, 2021 and February 11, 2022. The Company may prepay any amounts due under the Note without penalty or premium.
The foregoing summary of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 4.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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Promissory Note, dated February 12, 2021, in the principal amount of $150,000 |
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Consulting Agreement by and between the Company and Benzions LLC, dated March 1, 2021 |
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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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Date: February 19, 2021 |
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By: |
/s/ John D. Rollo |
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Name: |
John D. Rollo |
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Title: |
President |
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EXHIBIT 4.1
THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE NOTE IS “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD UNLESS IT IS REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.
PROMISSORY NOTE
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$150,000.00 |
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February 12, 2021 |
THIS PROMISSORY NOTE (this “Note”) is issued by Med Spa Vacations, Inc, a Nevada corporation, with an address at 610 Jones Ferry Road, Suite 207, Carrboro, NC 27510 (the “Company”), to Hometown International, Inc, a Nevada corporation, with an address at 25 E. Grant Street, Woodstown, NJ 08098 (the “Holder”).
ARTICLE I
Section 1.01 Principal. For value received, the Company hereby promises to pay on or before February 11, 2022 (the “Maturity Date”), to the order of the Holder, in lawful money of the United States of America, and in immediately available funds, the principal sum of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) (the “Principal Amount”).
Section 1.02 Interest. Interest shall accrue on the Principal Amount at the rate of eight percent (6%) per annum (computed on the basis of a 365-day year and the actual days elapsed) from the date of this Note until the Principal Amount is repaid in full.
Section 1.03 Payment of Interest. Interest on the Principal Amount shall be paid on a quarterly basis, in the amount of $2,250.00 per quarter, on the following dates: May 12, 2021; August 12, 2021, November 12, 2021 and February 11, 2022.
Notwithstanding any provision contained herein to the contrary, the total liability of the Company for payment of interest pursuant hereto, including late charges, shall not exceed the maximum amount of such interest permitted by law to be charged, collected, or received from the Company, and if any payments by the Company include interest in excess of such a maximum amount, the Holder shall apply such excess to the reduction of the unpaid Principal Amount, or if none is due, such excess shall be refunded.
Section 1.04 Right to Prepay. The Company shall have the right to prepay all or any portion of the Principal Amount and all accrued interest thereon (the “Prepaid Amount”) at any time, on or before the Maturity Date, without penalty or premium.
ARTICLE II
Section 2.01 Representations and Warranties of the Holder. The Holder hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:
(a) The Holder understands that this Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or registered or qualified under any of the securities laws of any state or other jurisdiction, and is a “restricted security,” and cannot be resold or otherwise transferred unless it is registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available.
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(b) The Holder is acquiring this Note for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, and no other person has a direct or indirect beneficial interest in this Note or any portion thereof. Further, the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Note for which the Holder is subscribing or any part of thereof.
(c) The Holder has full power and authority to enter into this Note, the execution and delivery of this Note has been duly authorized, and this Note constitutes a valid and legally binding obligation of the Holder.
(d) The Holder is not subscribing for this Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the Holder in connection with investment.
(e) The Holder understands that the Company is under no obligation to register this Note under the Securities Act, or to assist the Holder in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.
(f) The Holder is (i) experienced in making investments of this kind, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Note, and the related documents, and (iii) able to afford the entire loss of its investment in this Note.
(g) The Holder has the financial ability to bear the economic risk of its investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to its investment in this Note.
(h) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in this Note. The Holder is not relying on the Company, or its affiliates or agents, with respect to economic considerations involved in this investment. The Holder has relied solely on its own advisors.
(i) The Holder has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning this Note and the Company and all other information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, and agrees and acknowledges that it has carefully reviewed all of the filings made by the Company.
(j) No representations or warranties have been made to the Holder by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for this Note, the Holder is not relying upon any representations other than those contained herein. The Holder has consulted, to the extent it has deemed appropriate, with its own advisers as to the financial, tax, legal and related matters concerning an investment in this Note and on that basis believes that its investment in this Note is suitable and appropriate for the Holder.
(k) The Holder is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act.
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ARTICLE III
Section 3.01 Representations and Warranties of the Company. The Company hereby acknowledges, represents and warrants to, and agrees with, the Holder as follows:
(a) Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Company has all requisite power to own, operate and lease its business and assets and carry on its business as the same is now being conducted.
(b) Corporate Power and Authority. The Company has all requisite power and authority to enter into and deliver this Note and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Note by the Company and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action and no other action or proceeding on the part of the Company is necessary to authorize the execution, delivery, and performance by the Company of this Note and the consummation by the Company of the transactions 4 contemplated hereby.
ARTICLE IV
Section 4.01 Events of Default. Upon the occurrence of any of the following events (each, an “Event of Default”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) an Event of Default shall be deemed to have occurred:
(a) Default in the payment of the Principal Amount on the Maturity Date, which default has not been cured within ten (10) days after its due date by acceleration or otherwise; or
(b) Default in the payment, when due or declared due, of any interest payment hereunder, which default has not been cured within ten (10) days after its due date by acceleration or otherwise; or
(c) The Company files for relief under the United States Bankruptcy Code (the “Bankruptcy Code”) or under any other state or federal bankruptcy or insolvency law, or files an assignment for the benefit of creditors, or if an involuntary proceeding under the Bankruptcy Code or under any other federal or state bankruptcy or insolvency law is commenced against the Company, and has not been resolved in a period of thirty (30) days after such commencement.
Section 4.02 Effect of Default. Upon the occurrence of an Event of Default as set forth in Section 4.01, the Holder shall have the right to declare the Principal Amount and all interest accrued thereon to be immediately due and payable.
ARTICLE V
Section 5.01 Notice. All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):
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(i) |
If to the Company: Med Spa Vacations, Inc |
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610 Jones Ferry Road, Suite 207 Carrboro, NC 27510 |
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(ii) |
If to the Holder: Hometown International, Inc. |
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25 E. Grant Street Woodstown, NJ 08098 |
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All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt, or (iv) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt.
Section 5.02 Governing Law. This Note shall be deemed to be made under and shall be construed in accordance with the laws of the State of Nevada without giving effect to the principals of conflict of laws thereof.
Section 5.03 Severability. The invalidity of any of the provisions of this Note shall not invalidate or otherwise affect any of the other provisions of this Note, which shall remain in full force and effect.
Section 5.04 Construction and Joint Preparation. This Note shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Note, and this Note therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Note shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Note. The headings contained in this Note are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note.
Section 5.05 Entire Agreement and Amendments. This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Company and the Holder. This Note represents the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Note may be amended only by an instrument in writing executed by the parties hereto.
Section 5.06 Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute on instrument.
IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company has executed this Note as of the date first written above.
| Med Spa Vacations, Inc. | |||
| By: | /s/ John D. Rollo | ||
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Name: |
John D. Rollo | |
| Title: | President | ||
Agreed and Accepted:
By: /s/ Paul F. Morina
Hometown International, Inc.
Name: Paul F. Morina, President
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EXHIBIT 10.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this “Agreement”), effective as of March 1, 2021, (the “Effective Date”) by and between Med Spa Vacations, Inc, a Nevada corporation (the “Company”), and Benzions LLC, a Delaware limited liability company (“Consultant”).
The Company desires to retain Consultant and to have Consultant render the services described in this Agreement, and Consultant desires to become so engaged, on the terms and conditions set forth herein.
NOW, THEREFORE, Consultant and the Company agree as follows:
1. Description of Services. The Company hereby retains Consultant to create and build a presence with investors. Consultant hereby agrees to act in such capacity and to provide the resources, guidance, feedback, advice and counsel in connection with the PR/IR of the company. This includes introducing investors and bankers/analysts to the company via calls/meetings/webinars, etc. In addition to perform such other necessary and appropriate duties that are, from time to time, delegated by one or more officers of the Company (the “Officers”), including, but not limited to, the provision of the following services to the Company during the term of this Agreement (collectively, the “Services”):
(a) Research for strategic acquisitions and or investments to improve shareholder value, to ensure that sufficient due diligence is performed, and information is provided to enable the board of directors (“Board”) to form appropriate judgements;
(b) Assist in the management of investor relations for the Company, which includes roadshows, investor calls, etc.;
(c) Assist in investor relationships and fund raising in the form of equities, convertible debentures and warrants, including the review of registration statements and Form D filings; and
(d) Assist in the search for, and recruitment of, new Board members; and
(e) Assist the company with development of any Social Media presence, if it should become in the best interest of the company to establish a Social Media platform.
2. Term and Termination. The term of this Agreement shall be for one (1) year and will become effective as of the Effective Date; provided, however, this Agreement may be terminated by either party hereto, in its sole discretion, upon thirty (30) days’ prior written notice to the other party or immediately by the Company for cause. This Agreement may be extended for additional periods upon the mutual written agreement of the parties.
3. Compensation and Expenses.
(a) Compensation. The Company agrees to pay consultant a flat fee of $4,000 per month (the “Fee”). The Fee shall be paid to Consultant on the first day of each calendar month commencing on March 1, 2021.
(b) Expenses. The Company agrees to reimburse Consultant for approved reasonable and customary expenses related to the performance of the Services, including, but not limited to, travel expenses, hotel accommodations, transportation and meals. Receipts for all expenses of ten dollars ($10) or more are required. The Company shall not be obligated to reimburse Consultant for expenses in excess of two thousand dollars ($2,000) for any one trip unless Consultant has obtained prior written approval from the Company to incur such expenses.
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4. Property of Company.
(a) Definition. For the purposes of this Agreement, the term “Inventions” will mean all discoveries, inventions, improvements, modifications, developments, products, processes, procedures, techniques, methods, compounds, compositions of matter, formulae, computer software programs, databases, drawings, designs, notes, documents, information, materials and trade secrets made, conceived, developed or reduced to practice by Consultant, alone or with others, which result from, relate to or are in anyway connected with the Services, or which are funded in whole or in part by the Company or which result from the use of any premises or resources owned, leased or contracted for by the Company, including, but not limited to, all discoveries, inventions, improvements, modifications, developments, products, processes, procedures, techniques, methods, compounds, compositions of matter, formulae, computer software programs, databases, drawings, designs, notes, documents, information, materials and trade secrets made, conceived, developed or reduced to practice by Consultant, alone or with others, which result from or relate to the development of any Med Spa Vacations’ technology.
(b) Assignment of Ownership.
(i) Assignment. Consultant hereby irrevocably transfers and assigns to the Company any and all of his/her right, title and interest in and to Inventions (as defined in Section 4(a) above), including, but not limited to, all copyrights, patent rights, trade secrets and trademarks and intellectual property related thereto. Inventions will be the sole property of the Company. The Company will have the sole right to determine the treatment of any Inventions, including the right to keep them as trade secrets, to file and execute patent applications on them, to use and disclose them without prior patent application, to file registrations for copyrights or trademarks on them in its own name or to follow any other procedure that the Company deems appropriate.
(ii) Disclosure, Assistance and Confidentiality. Consultant agrees: (A) to disclose all Inventions to the Company promptly, in writing; (B) to cooperate with and assist the Company to apply for and to prosecute, and to execute any applications and/or assignments and/or other documents reasonably necessary to obtain or maintain any patent, copyright, trademark or other statutory protection for Inventions in the Company’s name as the Company deems appropriate; (C) to deliver to the Company evidence for interference purposes or other legal proceedings, to testify in any interference or other legal proceedings and to otherwise assist the Company related thereto, whenever reasonably requested to do so by the Company; and (D) to otherwise treat all Inventions as “Confidential Information” (as defined below). Consultant hereby grants the Company a limited power of attorney to execute any documents necessary or appropriate to effectuate the Company’s rights hereunder. If Consultant has any question as to whether a given invention, discovery or the like qualifies as an “Invention” hereunder, Consultant will inform the Company of the nature of such invention or discovery for determination as to whether such is an Invention.
(iii) Reimbursement of Expenses. The Company will reimburse Consultant for all reasonable expenses incurred by him/her at the Company’s request in assisting the Company to protect its rights in any Invention.
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5. Confidential Information.
(a) Acknowledgment and Definition. Consultant acknowledges that he will acquire information and materials from the Company and knowledge about the Company’s business, products, techniques, experimental work, customers, clients and suppliers. Consultant further acknowledges that all such techniques, knowledge, information and materials acquired, including, but not limited to, any techniques, knowledge, information and material concerning the company’s olfactory measurement technology, as well as the existence, terms and conditions of this Agreement, and the Inventions are the trade secrets and confidential and proprietary information of the Company (collectively, the “Confidential Information”). Confidential Information will not include, however, any information which is or becomes generally and publicly available through no fault of, or breach of this Agreement by, Consultant.
(b) Maintaining Confidentiality. To ensure the continued confidentiality of the Confidential Information, Consultant agrees as follows:
(i) to hold all Confidential Information in strict confidence; not to disclose it to others; not to use it in any way, commercially or otherwise, except in performing the Services; and not to allow any unauthorized person access to it;
(ii) to take all action reasonably necessary to protect the confidentiality of the Confidential Information including, without limitation, implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information; and
(iii) that Confidential Information furnished to Consultant by the Company or produced by Consultant or others in connection with the Services will be and remain the sole property of the Company. Consultant agrees to return all Confidential Information and any materials or other property provided by the Company promptly, at the Company’s request, upon expiration of this Agreement or upon termination of Consultant’s Services by Consultant or by the Company for any reason, whichever occurs first. Consultant agrees not to retain any Confidential Information or reproductions thereof, or other such property or materials, after such request, expiration or termination.
6. Consultant Liability. Consultant shall carry out his/her functions and duties for the Company in good faith, in a manner he/she reasonably believes to be in the best interests of the Company and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Consultant shall not be liable to the Company for his/her acts or omissions hereunder, other than (i) act or omissions that Consultant at the time thereof knew or believed were clearly in conflict with the best interest of the Company, (ii) any transaction from which Consultant derived an improper personal benefit or (iii) acts or omissions occurring prior to the date of this Agreement.
7. No Conflicts. Consultant represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of Consultant or right of third party.
8. Notices. Any notice required or permitted hereunder will be given in writing and will be deemed effectively given as follows: (a) upon personal delivery; (b) three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); (c) one (1) business day after its deposit with any return receipt express courier, such as Federal Express, for next day delivery (prepaid); or (d) one (1) business day after transmission by facsimile, and receipt of a facsimile confirmation, addressed to the other party at its address (or facsimile number, in the case of transmission by telecopier) or to such address as such party may designate in writing from time to time to the other party.
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9. Governing Law; Severability; Entire Agreement, Amendment. This Agreement will be construed and enforced in accordance with the internal laws of the State of North Carolina, excluding that body of laws pertaining to conflict of laws. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement and the documents referred to herein are the entire agreement of the parties with respect to the subject matter hereof and supercede any prior or contemporaneous agreements. This Agreement may only be amended by a writing signed by both parties hereto.
10. Jurisdiction and Venue. Any action at law or in equity arising directly or indirectly in connection with, related to or in any way connected with this Agreement or any provisions hereof, shall be litigated exclusively in the state or federal courts located in Wake County, North Carolina. The parties hereto waive any right such party may otherwise have to transfer or change the venue of any litigation brought or arising in connection with this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the Effective Date.
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COMPANY Med Spa Vacations, Inc. |
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| By: | /s/ John D. Rollo | ||
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Name: |
John D. Rollo | |
| Title: | President | ||
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CONSULTANT
Benzions LLC |
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By: |
/s/ Elliot Mermel |
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Name: |
Elliot Mermel |
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Title: |
Managing Partner |
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19726 Horseshoe Drive Topanga, CA 90290 (401) 499-8911 Email: elliot@benzions.com |
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