UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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. [ ]
SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 28, 2023, Mycotopia Therapies Inc. (the “Company”) entered into an Asset Sale and Purchase Agreement (the “Asset Purchase Agreement”) and Intellectual Property Assignment Agreement (the “IP Assignment”) with Philon Labs, LLC (“Philon Labs”) for the acquisition of certain assets of Philon Labs including the intellectual property related to its “Phill Robot” and “Milky Way” products.
In consideration for the acquisition of the Assets, Mycotopia Therapies will issue a new class of Preferred Stock (the “Preferred Stock”) with a face value of $2,000,000, convertible into shares of the Company’s Common Stock (the “Common Stock”). All shares of Preferred Stock and Common Stock issued in conjunction with the transaction will be “restricted securities,” as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).
The Company also entered into employment agreements that have revenue-based incentives connected to sales generated by the assets acquired. The incentives could result in the employees receiving up to $7,000,000 of the Preferred Stock over a three-year period.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the transaction described in Item 1.01 above, the Company is issuing $2,000,000 face value of preferred stock of the Company that is convertible into shares of the Company’s Common Stock
Item 7.01 Regulation FD Disclosure.
On December 4, 2023, the Company issued a press release announcing the acquisition of certain assets of Philon Labs LLC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. |
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10.1 |
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10.2 |
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99.1 |
| Press Release announcing acquisition of assets from Philon Labs LLC |
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.
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| Mycotopia Therapies, Inc. |
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| a Nevada corporation |
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Date: December 4, 2023 |
| By: /s/Ben Kaplan |
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| Name: Ben Kaplan |
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| Title: Chief Executive Officer and Principal Accounting Officer |