REVIV3 PROCARE CO: Completion of Acquisition or Disposal of Assets, Unregistered Sale of Equity Securities, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)

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Section 2.01. Completion of acquisition or disposal of assets.

On June 16, 2022, Company Reviv3 Procare (the “Company”) and its wholly owned subsidiary Acquisition Company Reviv3 (the “Acquisition Subsidiary”) has completed the previously announced acquisition of the two (i) hearing protection businesses of
Axil & Associates Brands Corp.a Delaware company (“Axil”), consisting of earplugs and earmuffs, and (ii) Axil’s headphones business (collectively the “Acquisition”) pursuant to the purchase agreement of assets, as of May 1, 2022as amended on June 15, 2022 (the “Purchase Agreement”), by and between the Company, the Sub-Acquisition, Axil and certain shareholders of Axil. The acquisition involved nearly all of Axil’s business activities, but did not include Axil’s range of hearing aid businesses, which Axil continues to operate.

One of Axil’s shareholders is Intrepid Global Advisorsa Delaware
company (“Intrepid”). From June 16, 2022Intrepid held (4.68%) of the outstanding common shares of Axil and (22.33%) of the outstanding common shares of the Company. Jeff ToghraieChairman and Chief Executive Officer of the Company is Managing Director of Intrepid.

The purchase price for the acquisition consisted of (a) 73,183,893 common shares of the Company (the “Common Shares”), which Axil has granted to the officers of the Company a proxy to vote on all matters that may be subject to shareholder approval for a period of two years following the closing of the Acquisition (the “Closing”), and (b) 250,000,000 Non-Voting Series A Preferred Shares (the “Preferred Shares ”), which are convertible into ordinary shares of the Company at a ratio for one. The Preferred Shares may not be converted or transferred for a period of two years following the Closing. Thereafter, no holder of preferred shares may convert such shares into such number of ordinary shares of the Company as would cause the holder to hold more than 5% of the ordinary shares of the Company, as determined in accordance with Articles 13( (d) and (g) of the Securities and Exchange Act of 1934 (the “Exchange Act”).

The agreed aggregate value of common stock and preferred stock was
$32,318,893. This valuation represented a 25.9% discount to the average closing price of the Company’s ordinary shares on the OTCQB over the 22-day period between March 30, 2022 and April 29, 2022 (the “Evaluation Period”). The discount was agreed between the Company and Axil based on several factors, including restrictions on voting rights, transferability and conversion of the preferred shares described above and the illiquidity of the common stock and common stock into which the preferred shares are convertible since the average daily trading volume during the valuation period was only 4,819 common shares of the Company.

The foregoing descriptions of the Acquisition and Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, its amendment and the Voting Agreement, which are incorporated by reference as as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.

Item 3.02 Unrecorded Sales of Equity securities.

The information set forth in Section 2.01 above is incorporated by reference into this Section 3.01. The issuance of the common stock and preferred stock described in Section 2.01 was made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation D of the Securities Act.

Section 7.01 Disclosure of FD Rules.

On June 22, 2022, the Company has published a press release announcing the closing of the Acquisition described in point 2.01 above. A copy of the press release is provided as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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The information contained in this Section 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as expressly provided by specific reference in such filing. This current report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities.


Forward-Looking Statements


This current report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact are forward-looking. These forward-looking statements include statements regarding the acquisition. There can be no assurance that the Acquisition will be successful and there are a number of risks, uncertainties and assumptions relating to the Acquisition, including risks relating to unforeseen developments which could adversely affect the success of the acquisition.

Item 9.01 Financial statements and supporting documents.

(a) Financial statements of acquired businesses.

To the extent required by this Section, Axil’s financial statements will be filed as an amendment to this current report on Form 8-K no later than 71 calendar days after the date on which this current report is required to be filed.

(b) Pro forma financial information

To the extent required by this section, pro forma financial information will be filed as part of an amendment to this current report on Form 8-K no later than 71 calendar days after the date on which this current report is required to be filed.


(d) Exhibits.


The following exhibits are filed with this current report on Form 8-K:


Exhibit No.    Description of Exhibit
  10.1*          Asset Purchase Agreement, dated as of May 1, 2022, among Reviv3
               Procare Company, Reviv3 Acquisition Corporation, Axil & Associated
               Brands Corp., and Certain Stockholders of Axil & Associated Brands
               Corp.
  10.2           Amendment Number 1 to Asset Purchase Agreement, dated June 15, 2022
  10.3           Voting Agreement, dated June 16, 2022
  99.1           Press Release dated June 22, 2022 entitled: Reviv3 Announces
               Completion of Acquisition of Substantially All Assets of AXIL &
               Associated Brands



* Attachments and exhibits have been omitted pursuant to Section 601(a)(5) of the

Regulation SK and the Company agree to provide in addition to the SECOND a

copy of any appendix or document omitted on request.


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