Item 8.01 Other Events.
Acquired Sales Corp. ("Acquired Sales") has signed a letter of intent to purchase a 19.99% ownership interest in affiliated beverage companies, Ablis LLC ("Ablis"), Bend Spirits, Inc. ("Bend Spirits") and Bendistillery Inc. d/b/a Crater Lake Spirits ("Crater Lake Spirits") (collectively the "Companies") for an aggregate Purchase price of $7,596,200.
Bendistillery was founded in 1996 and distills and sells vodkas, gins, whiskeys, under the Crater Lake Spirits brands. It also sells white label distilled beverage brands offered through Bend Spirits. Ablis manufactures and sells cannabidiol (CBD) infused non-alcoholic beverages, including all-natural, GMO-free, non-alcoholic, lemon ginger, cranberry blood orange, and zero-calorie lemon water beverages targeting the mainstream health market. The Companies’ products contain no THC.
The proposed equity purchases include $1,599,200 that would be paid by Acquired Sales to Ablis and $5,997,000 that would be paid by Acquired Sales to Crater Lake Spirits/Bend Spirits in exchange for newly issued equity interests from each entity that evidences 19.99% of the outstanding equity of each of the three respective Companies. Acquired Sales is advised by the Companies that the use of proceeds of the proposed equity purchases will be for the Companies to pay down debt, buy more equipment, increase advertising and marketing, and to supplement operating capital.
The proposed equity purchases are also intended to include rights of first refusal that require the Companies to notify Acquired Sales before any sale of either Company and would give Acquired Sales the option to purchase the selling company or Companies within 60 days of notice of such offers.
In the event that the equity purchases close, the management teams of Ablis, Crater Lake Spirits and Bend Spirits will continue to lead their respective companies following the closing of the transaction, and Gerard M. Jacobs, CEO of Acquired Sales Corp., will join the board of directors of each company.
Closing of the equity purchases is subject to a number of conditions, including the completion of mutually acceptable due diligence, completion of a capital raise of at least $8.5 million, execution of definitive acquisition documents, Crater Lake Spirits’ entry into a long-term lease, obtaining necessary third-party approvals, and completion of all necessary securities filings.