Attached files
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| EX-10.1 - TERMINATION AGREEMENT DATED DECEMBER 14, 2020. - Chee Corp. | exhibit_10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT PURSUANT TO
SECTION
13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): December 14,
2020
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CHEE
CORP.
(Exact Name of Registrant as Specified in Charter)
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Nevada
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333-216868
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32-0509577
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(State or Other
Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1206 E. Warner Road, Suite 101-l, Gilbert, AZ 85296
(Address of Principal Executive Offices) (Zip
Code)
480-225-4052
(Registrant’s
telephone number, including area code)
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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None
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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. ☐
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1
Explanatory Note
On
November 12, 2020, Chee Corp., a Nevada corporation (the
“Company”), filed a Form 8-K (the “Original
Filing”) disclosing that it had entered into a Membership
Interest Purchase Agreement, dated November 6, 2020 (the
“Purchase Agreement), with Klusman Family Holdings, LLC, and
Aaron Klusman, pursuant to which the Company agreed to purchase
100% of the membership interest in Klusman Family Holdings, LLC
from Mr. Klusman, who is also Chief Executive Officer, Chairman of
the Board, and a Director of the Company, for consideration
consisting of payments totaling $1,500,000 and the issuance of
10,945,250 shares of common stock of the Company.
Subsequently,
the parties decided to terminate the Purchase Agreement
retroactively as of its date of entry and accordingly, on December
14, 2020, the parties executed a Termination Agreement terminating
the Purchase Agreement. Pursuant to the Termination Agreement, the
parties agreed that the Purchase Agreement was terminated as of the
date of entry and void ab
initio, and that all obligations and liabilities referred to
therein are of no force and effect. Additionally, the parties
mutually released each other party from all claims and liabilities
stemming from entry into the Purchase Agreement prior to the date
of the Termination Agreement.
The
Company is now amending the Original Filing to disclose (i) that
the Purchase Agreement has been terminated and is void ab initio, (ii) that the acquisition of
assets disclosed therein has been cancelled, and (iii) that the
issuance of shares of common stock of the Company disclosed therein
has been rescinded.
Item 1.02
Termination
of a Material Definitive Agreement
The
entry into the Termination Agreement disclosed in the Explanatory
Note above is hereby incorporated by reference. There are no early
termination penalties resulting from entry into the Termination
Agreement.
The
parties are in ongoing negotiations regarding entry into a binding
letter of intent with terms that are substantially similar as the
Purchase Agreement, but there is no assurance this will occur. Mr. Klusman has retained
$50,000 previously paid by the Company to Mr. Klusman in connection
with the terminated Purchase Agreement, which will be held as a
non-refundable, non-interest bearing advance against the purchase
price under the binding letter of intent currently under
negotiation.
The description of the Termination Agreement above is only a
summary of the material terms of the agreement, does not purport to
be a complete description of the agreement, and is qualified in its
entirety by reference to the agreement, a copy of which is filed as
Exhibit 10.1 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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.
Dated:
December 14, 2020
Chee
Corp., a Nevada corporation
By: /s/ Mike Witherill
Mike Witherill
Secretary
and Treasurer
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