Current Report Filing (8-k)
April 30 2018 - 5:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 26, 2018
LIFE ON EARTH, INC.
(Exact name of Registrant as specified in
its Charter)
Delaware
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333-190788
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46-2552550
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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575 Lexington Avenue, 4
th
Floor, New York, NY 10022
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(Address of principal executive offices)
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(516) 867 8383
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(Registrant’s Telephone Number)
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(Former name or address, if changed since last report)
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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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Life on Earth, Inc. is referred to herein as “we”,
“our”, or “us”.
Section 1- Registrant’s Business and Operations
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Item 1.01
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Entry into a Material Definitive Agreement
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As previously reported in our Form 8-K filed on
October 3, 2017, on September 23, 2017, we entered into a Common Stock Purchase Agreement (“Agreement”) (and
thereafter into an Addendum to the Agreement) with Frank Iemmiti and Anthony Iemmiti (the “Sellers”) to purchase
100% of the common stock of The Giant Beverage Company, Inc. (“Giant”) for cash and stock consideration of a
total consideration of $600,000 (the Acquisition”).
On April 26, 2018, we closed upon and completed
the Acquisition. The Sellers are subject to a Lockup and Leak Out Agreement providing for a 1 year lock up of the Shares to be
issued to the Sellers and leak out provisions. The Sellers are also subject to the provisions of a Non-Competition/Non-Solicitation/Non-Disclosure
Agreement. Frank Iemmiti has been appointed as Giant’s General Manager pursuant to a 2-year Employment Agreement.
The foregoing description of the Purchase Agreement is
qualified in its entirety by reference to the Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and is hereby incorporated by reference
into this Item 1.01.
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Item 2.01
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Completion of Acquisition of or Disposition of Assets.
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The information in Item 1.01 of this Report concerning
the Purchase Agreement is incorporated herein and made a part of this Item 2.01.
Item 7.01
Regulation
FD Disclosure
On April 26, 2018, we will issue a press release announcing the
Acquisition. A copy of the press release is filed as Exhibit 99.1 hereto.
Section 9 Financial Statement and Exhibits
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Item 9.01
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Financial Statement and Exhibits
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The financial statements required to be filed with this
Report in response to Item 2.01 are not included in this initial report. The required financial statements will be filed by an
amendment to this Report.
Exhibit No.
Description
10.1 Stock Purchase and Sale Agreement. *
10.2 Addendum to Common Stock Purchase Agreement*
10.3
Non-Competition/Non-Solicitation/Non-Disclosure
Agreement**
10.4
Employment Agreement of Frank Iemitti**
10.5
Promissory Note**
99.1
Press Release**
*Previously filed as Exhibit 10.1 and 10.2 on Form 8-K filed
on October 23, 2017.
** Filed herein
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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LIFE ON EARTH, INC.
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Date: April 26, 2018
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By:
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/s/ Fernando Oswaldo Leonzo
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Fernando Oswaldo Leonzo
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Chief Executive Officer
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