Item 1.01 Entry into a Material Definitive Agreement.
On January 13, 2023, we entered into an Acquisition Agreement for the
acquisition of Hyperion, L.L.C. and Online Publishing & Marketing, LLC, both
Virginia limited liabilities companies, by merging them into our newly-formed
wholly-owned subsidiaries, Green Valley Natural Solutions, LLC ("Green Valley")
and Online Publishing & Marketing, LLC ("OPM"), both Nevada limited liability
companies. The closing of the acquisition will take place following the
satisfaction of certain closing conditions, including a capital raise of at
least $4,000,000 and the commencement of trading, or approval for the
commencement of trading, of our common stock on the Nasdaq Capital Market. The
total purchase price for the acquisitions will be $1,750,000 in cash, $1,300,000
in the form of secured promissory notes, and $1,250,000 worth of our common
stock (based on a 30% premium to the price paid per share of common stock in the
above-referenced capital raise, but in no event more than ninety percent (90%)
of the volume weighted average price for our common stock for the ninety (90)
trading days up to and including the trading day immediately before the day the
price is finally determined for securities sold in the capital raise).
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Name and/or Identification of Exhibit
10.1 Acquisition Agreement with Hyperion, L.L.C. and Online
Publishing & Marketing, LLC dated January 13, 2023
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