Form 8-K Life On Earth, Inc. For: Dec 10

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): December 10, 2020

 

 

LIFE ON EARTH, INC.

(Exact name of Registrant as specified in its Charter)

 

 

 

Delaware	333-190788	46-2552550
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

 

575 Lexington Avenue, 4th Floor, New York, NY 10022
(Address of principal executive offices)
(646) 844-9897
(Registrant’s Telephone Number)
(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 (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))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐

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 ☑

 

 

Life on Earth, Inc. is referred to herein as “we”, “us”, or “our” or “LFER”)

 

ITEM 1.01. Entry into a Material Definitive Agreement

Background

 

On December 10, 2020, we filed a Form 8-K and a Press Release regarding a Memorandum of Understanding to purchase the assets of a cloud software company.

 

Asset Purchase Agreement

 

On December 31, 2020, we, as the Buyer, entered into an Asset Purchase Agreement (“APA) with KloudGaze, Inc., a Delaware corporation, designated as the Seller in the APA, providing for our purchase of the Seller’s assets and intellectual property in return for our payment to the Buyer of 15,827,613 Restricted Common Shares upon the Closing of the APA leaving maximum remaining consideration of 29,393,802 Common Stock Shares to be paid by the Buyer to the Seller based upon a three year earn out schedule in accordance with revenue performance goals. The APA was amended via an Addendum dated January 6, 2021.

 

ITEM 7.01. Regulation FD Disclosure

 

We will distribute a press release regarding our purchase of the Seller’s assets and intellectual property. The information in this Current Report on Form 8-K with respect to Item 7.01 (including the Press Release attached as Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein (including the Press Release attached as Exhibit 99.1 hereto).

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits. The following exhibit are filed with this Current Report on Form 8-K:

 

Exhibit No No.		Description
10.1		Asset Purchase Agreement
10.2		Addendum
99.1		Press Release

 

 

 

 

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.

		LIFE ON EARTH, INC.
Date: January 7,  2021		By:	/s/ Fernando Oswaldo Leonzo
			Fernando Oswaldo Leonzo
			Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Life on Earth, Inc. Signs Definitive Agreement to Acquire Assets of KloudGaze, Inc.

 

NEW YORK, New York- January 7, 2021- Life on Earth, Inc. (OTC: LFER, the “Company”), announced today that it has signed a definitive agreement to purchase, in an all-stock transaction at above current market valuations, all the assets including all intellectual property and existing software infrastructure of KloudGaze, Inc., a US based enterprise cloud software company. KloudGaze was founded by Aditya Sharma, a globally recognized technology leader and patent holder, who agreed to the sale of all assets in KloudGaze while he deals with personal legal challenges not related to the KloudGaze assets or technology. The terms of the transaction would allow the existing stakeholders of Life On Earth, Inc. to retain a majority stake in the Company, with its new software technology assets, according to filings and statements from the Company.

 

The Company is in the final stages of the commercial launch of its first version of its technology and expects to be revenue generating by the end of the first quarter of calendar 2021. According to the co-founders of KloudGaze, Aditya Sharma and Ajay Singh, KloudGaze is a proprietary software technology offering an innovative and the industry’s only “Code Level Dependency Mapping Capabilities” that helps companies reduce application development costs by up to 50%. It also ensures compliance at the application code levels to key compliance regulations that large companies are challenged with like the European Union’s GDPR, California’s CCPA, Canada’s PIPEDA and more. KloudGaze seeks to revolutionize the way large companies manage their applications, execute changes, and ensure compliance. KloudGaze suite of products are applicable to companies across a diversity of industries, with strong Fintech capabilities, that companies in the financial sector will also find extremely helpful from a compliance standpoint. KloudGaze’s proprietary suite of technology products are one of the first in the industry, in terms of the technology that addresses the global Application Development, Automated Cloud Migration, Digital Transformation and Regulatory Compliance markets which is estimated at over $500 Billion according to one of the top industry analysts like Gartner – see link for source: (www.gartner.com/en/documents/3947234/gartner-market-databook-2q19-update).

 

 

Statement from LFER current CEO: “We were presented this opportunity from our largest stakeholders due to their experience working with the previous co-founders and having vetted the product development(s) of the technology as well as knowing very well the amount invested in developing it over the years. Taking a look at the potential pipeline of products and the potential caliber of customers and partnerships associated with the commercial launch of the KloudGaze portfolio of products led us to the conclusion that this technology, fully commercialized, with the right leadership and under the terms of the purchase, would be the best return for our existing shareholders and stakeholders. We are in the final stages of bringing onboard a new leadership team along with a new Chief Executive as well as new board members with the credibility to drive the success of this new technology as well as bringing in new partners that will

transform Life On Earth with its KloudGaze technology into potentially a software leader in the Cloud Enterprise space with regards to mapping and addressing compliance and regulations.”

 

Statement from KloudGaze Co-founder Ajay Singh: “After many years being involved in the software product development of our technology, Aditya and I decided that in the best interest of launching and commercializing the KloudGaze software products- was for us to sell the technology assets in KloudGaze to Life On Earth with the new management team that they’re putting together in this space. This will help the new team launch our products successfully without the distractions that can come about from outside forces that were out of our control. I look forward to working with the LFER team including the new CEO to make the line of KloudGaze software products a tremendous success in 2021.”

 

 

Terms of the transaction as well as a more detailed description of the new company and its executive team will be disclosed upon closing of the transaction and filed in a subsequent 8K filing.

 

About Life On Earth, Inc.

Life on Earth, Inc. has recently announced its change in business strategy from one of a Consumer Packaged Goods (CPG) company into cloud-based software development company and cloud-computing technology company.

For more information, please visit our corporate website - www.lifeonearthinc.com

Investors and corporate inquiries, please contact: [email protected] |

(646) 844- 9897

 

About KloudGaze, Inc.

KloudGaze, Inc. is a Minnesota based enterprise software provider enabling rapid innovation and keeping the operations safe, compliant, and manageable. It was founded by Aditya Sharma and Ajay Singh who conceived the flagship product to help organizations innovate and modernize legacy systems while minimizing cost and risk of business disruptions and ensure regulatory compliance.

For more information, please visit www.kloudgaze.com

 

 

 

Safe Harbor Act

Forward-Looking Statements: This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of Life on Earth, Inc. its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy.  The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements, including those relating to the Company’s financing being adequate for the Company to develop and market its software products, and to launch its growth and expansion plans, among others, are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Life on Earth, Inc.’s ability to control, and actual results may differ materially from those projected in the forward-looking statements as a result of various factors.  No information in this press release should be construed in any way whatsoever as an indication of Life on Earth, Inc.’s future revenues, financial performance or stock price.   More information about the potential factors that could affect the business and financial results is and will be included in Life on Earth, Inc.’s filings with the Securities and Exchange Commission at www.sec.gov.

 

 

 

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