Current Report Filing (8-k)
May 27 2021 - 11:10AM
Edgar (US Regulatory)
0001372184
false
0001372184
2021-05-17
2021-05-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 17, 2021
New You, Inc.
(Exact name of the registrant
as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation or organization)
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000-52668
(Commission
File Number)
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26-3062661
(IRS Employer
Identification Number)
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6351
Yarrow Drive,
Ste
E,
Carlsbad,
California
92011
(Address of principle
executive offices) (Zip code)
Registrant’s
telephone number, including area code: (800) 260-9062
N/A
(Former name or 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:
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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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☐
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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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☐
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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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Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class:
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Trading
symbol:
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Name
of each exchange
on which registered:
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NONE
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N/A
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NONE
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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. ☐
Section 1. –
Registrant's Business and Operations
Item 1.01 - Entry
into a Material Definitive Agreement
On May 17, 2021, our
wholly-owned subsidiary ST Brands, Inc. (“STB”) entered into a Membership Interest Purchase Agreement (the “Agreement”)
with Infinite Product Company, LLC, a Colorado limited liability company (“Infinite”). Under the Agreement, and the shareholders
of STB (each a “Shareholder” and collectively the “Shareholders”).
Under the Agreement, ST agreed to acquire 49% of the membership interests in Infinite, with an option to acquire the additional 51% of
the membership interests in Infinite upon the fulfillment of certain conditions.
Within 15 days of execution
of the Agreement, ST shall furnish funds sufficient to pay and retain a PCAOB qualified auditor for Infinite, and we shall issue and place
into escrow $8.8 million worth of our common stock. Upon Infinite’s delivery of its audited consolidated financial statements for
its fiscal years ended December 31, 2020 and 2019, the $8.8 million worth of New You, Inc. common stock in escrow shall be released and
ST shall be required to pay the sum of $1 million in cash.
The Agreement is filed
herewith as Exhibit 10.1.
SECTION 7 - REGULATION
FD
Item 7.01 Regulation
FD Disclosure
On May 27, 2021, we
issued the press release furnished herewith as Exhibit 99.1.
SECTION 9 –
Financial Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits.
Exhibit No.
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Description
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10.1
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Membership Interest Purchase Agreement
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99.1
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Press Release
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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 behalf of the undersigned
hereunto duly authorized.
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New You, Inc.
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Date: May 27, 2021
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By: /s/
Ray Grimm, Jr.
Ray Grimm, Jr.
Chief Executive Officer
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New You (CE) (USOTC:NWYU)
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