Form 8-K 20/20 Global, Inc. For: Jan 04

January 6, 2021 11:10 AM EST

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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):  January 4, 2021

 

20/20 GLOBAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Nevada

 

000-56022

 

87-0645794

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer

incorporation or organization)

 

 

 

Identification No.)

 

 

 

 

 

480 22nd Street, Box 2

 

 

Heyburn, Idaho

 

83336

(Address of principal executive offices)

 

(Zip code)

 

 

 

Registrant’s telephone number, including area code:  

 

Phone: (208) 312-7784

 

 

 

n/a

(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:

 

[  ]

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))

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. [  ]




ITEM 1.01 – ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS

 

Effective January 4, 2021, 20/20 Global, Inc. entered into an Amendment to Escrow Agreement and Definitive Agreements to extend the closing date for each of the definitive agreements and the escrow agreement to a mutually agreeable date after completion of the audited financial statements of Mycotopia Therapies Inc. The parties also agreed to a corresponding extension of time for 20/20 Global to comply with Rule 14f-1 of the Securities Exchange Act.

 

 

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

 

The following is filed as an exhibit to this report:

 

Exhibit

Number*

 

 

Title of Document

 

 

Location

 

 

 

 

 

10.06

 

Amendment to Escrow Agreement and Definitive Agreements

 

This filing

_______________

*All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit.   

 

 

SIGNATURE

 

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

 

 

20/20 GLOBAL, INC.

 

 

 

Dated: January 5, 2021

By:

/s/ Mark D. Williams

 

 

Mark D. Williams, President,

 

 

Chief Executive Officer


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AMENDMENT TO ESCROW AGREEMENT

AND DEFINITIVE AGREEMENTS

 

 

THIS AMENDMENT TO ESCROW AGREEMENT AND DEFINITIVE AGREEMENTS (this “Amendment”) is entered into effective this 4th day of January, 2021, by and among COLONIAL STOCK TRANSFER COMPANY, INC. (“Escrow Agent”), a Utah corporation located at 66 Exchange Place, Salt Lake City, Utah 84111; 20/20 GLOBAL, INC., a Nevada corporation (“20/20 Global”); MARK D. WILLIAMS, COLIN GIBSON, and THE ROBERT AND JOANNA WILLIAMS TRUST (the “20/20 Global Stockholders”) EHAVE INC., an Ontario corporation (“Ehave”); and MYCOTOPIA THERAPIES INC., a Florida corporation (“MYC”), based on the following:

 

Premises

 

A.On December 24, 2020, to facilitate a reorganization transaction, agreements to provide for: (i) 20/20 Global’s purchase of the MYC stock from Ehave and MYC becoming a wholly owned subsidiary of 20/20 Global under the terms and conditions of a stock purchase agreement (the “MYC SPA”); (ii) Ehave’s purchase of control of 20/20 Global from the 20/20 Global Stockholders under the terms and conditions of a separate stock purchase agreement (the “SPA”); and (iii) the change of control of 20/20 Global’s board of directors and management under the terms of change of control and funding agreement (the “Change of Control Agreement”) (together the MYC SPA, the Change of Control Agreement, and the SPA are referred to as the “Definitive Agreements”), were executed by the respective parties.  

B.The parties to this Amendment contemplated that the closing of each transaction contemplated by the Definitive Agreements would be dependent on the closing of each of the other agreements, and the parties agreed to enter into an Escrow Agreement to facilitate the simultaneous closings of the transactions outlined above on January 4, 2021.  

C.However, it is not now practical or possible to proceed with the closing on that date, and the parties wish to extend the closing date for each of the Definitive Agreements and the Escrow Agreement. 

Agreement

NOW, THEREFORE, upon these premises, which are incorporated herein by reference, and for and in consideration of the mutual promises and covenants set forth herein and other good a valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1.The parties agree that whenever the date January 4, 2021, or a reference to the closing date appears in the Definitive Agreements and the Escrow Agreement, the following will govern:  

The closing will occur through the simultaneous and interdependent electronic transfer of documents and payments at a mutually agreeable time and date not more than five business days after each party has satisfied all conditions precedent and Ehave has delivered to 2020 Global the audited financial statements of MYC required for reporting an acquired business on a Current Report on Form 8-K respecting the transactions contemplated hereby, accompanied by an unqualified report of registered public accountants thereon.


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2.Based on the foregoing, it will not be possible to comply with Rule 14f-1 of the Securities Exchange Act by January 18, 2021. Accordingly, the appointment of the New Board (as defined in the Change of Control Agreement) will be delayed and will become effective automatically on 20/20 Global’s compliance with Rule 14f-1 under the Securities Exchange Act, which the New Board will cause 20/20 Global to complete as promptly as practical, with the mailing of the required notice commencing no event later than 14 days after the simultaneous closing of the Definitive Agreements. 

3.Except as expressly amended hereby, the Definitive Agreements and the Escrow Agreement will continue in full force and effect in accordance with their terms.  

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of January 4, 2021.

20/20 GLOBAL, INC.

 

By: /s/ Mark D. Williams

Mark D. Williams, President

 

 

EHAVE INC.

 

By: /s/ Benjamin Kaplan

Benjamin Kaplan, President

 

 

MYCOTOPIA THERAPIES INC.

 

By: /s/ Benjamin Kaplan

Benjamin Kaplan, President

 

 

/s/ Mark D. Williams

Mark D. Williams

 

 

/s/ Colin Gibson

Colin Gibson

 

 

THE ROBERT AND JOANNA WILLIAMS TRUST

 

By: /s/ Mark D. Williams

Mark Williams, Trustee

 

 

COLONIAL STOCK TRANSFER COMPANY, INC.

 

By: /s/ Dan Carter

Dan Carter, Vice President of Services


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