ITEM 2.01-COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS
In December 2020, 20/20 Global, Inc. ("20/20 Global") entered into definitive
agreements with Ehave, Inc., an Ontario corporation ("Ehave"), Mycotopia
Therapies Inc., a Florida corporation and wholly owned subsidiary of Ehave
("MYC"), and the former and current directors of 20/20 Global that provide for:
(i) 20/20 Global's purchase for $350,000 in cash of all of the outstanding stock
of MYC from Ehave under a Stock Purchase Agreement, resulting in MYC becoming a
wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20
Global's board of directors and management under a Change of Control and Funding
Agreement. In a related transaction, Ehave agreed to purchase 9,793,754 shares
of 20/20 Global common stock, which constitute approximately 75.77% of the
issued and outstanding shares of 20/20 Global's common stock, for $350,000 in
cash through a Stock Purchase Agreement ("MYC SPA") with 20/20 Global
stockholders Mark D. Williams, Colin Gibson, and The Robert and Joanna Williams
Trust. Prior to these transactions, neither 20/20 Global nor its officers and
directors had a material relationship with Ehave, MYC, or their respective
officers and directors.
A closing of the transactions contemplated by the above documents initially
scheduled for January 4, 2021, was delayed by agreement. All of the above
transactions were closed on January 19, 2021.
As a result of the MYC SPA, MYC became a wholly owned subsidiary of 20/20
Global, through which we plan to conduct our operations. MYC is a
development-stage enterprise that proposes to develop a business to provide
psychedelic-enhanced holistic methodologies to improve mental wellbeing. In the
next five years, our business model will focus on the following areas:
palliative care, depression, and anxiety. We will leverage our minority equity
interest in PsychedeliTech Inc. to create new opportunities for our shareholders
and partners. We hope to license and acquire access to technology and companies
that will build added value for our company as this industry matures.
ITEM 5.01-CHANGES IN CONTROL OF REGISTRANT
See Item 2.01 above. Under the Change of Control and Funding Agreement, the
current directors and officers of 20/20 Global resigned and will be replaced by
designees of Ehave as set forth in Item 5.02 below.
ITEM 5.02-DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS
Under the above Change of Control and Funding Agreement, Mark D. Williams and
Colin Gibson resigned as officers and directors, and Benjamin Kaplan and Mark
Croskery were appointed to serve as replacement directors, subject to completion
of all regulatory requirements. This agreement also provided for Mr. Kaplan to
serve as president and secretary of 20/20 Global.
ITEM 9.01-FINANCIAL STATEMENTS AND EXHIBITS
(a)Financial Statements of Businesses Acquired:
The audited financial statements of Mycotopia Therapies, Inc., as of December
31, 2019, and for the year then ended, are filed as Exhibit 99.01 to this report
and are incorporated herein by reference. The unaudited financial statements of
Mycotopia Therapies, Inc. as of September 30, 2020, and for the interim period
then ended, are filed as Exhibit 99.02 to this report and are incorporated
herein by reference.
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(b)Pro Forma Financial Information:
Pro forma financial information giving effect to the acquisition of Mycotopia
Therapies, Inc. is included herewith as Exhibit 99.03.
(c)Exhibits:
Exhibit
Number* Title of Document Location
Item 10 Material Contracts
10.04 Stock Purchase Agreement between 20/20 Incorporated by reference from
Global, Inc. and Ehave, Inc. the Current Report on Form 8-K
filed December 29, 2020.
10.05 Change of Control and Funding Incorporated by reference from
Agreement the Current Report on Form 8-K
filed December 29, 2020.
10.06 Amendment to Escrow Agreement and Incorporated by reference from
Definitive Agreements the Current Report on Form 8-K
filed January 6, 2021.
Item 99 Miscellaneous
99.01 Audited Financial Statements of This filing.
Mycotopia Therapies, Inc., as of and for
the Fisca l Year Ended December 31,
2019
99.02 Unaudited Financial Statements of This filing.
Mycotopia Therapies, Inc., as of and for
the Nine M onths Ended September 30,
2020
99.03 Pro forma Financial Information This filing.
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*All exhibits are numbered with the number preceding the decimal indicating the
applicable SEC reference number in Item 601 and the number following the decimal
indicating the sequence of the particular document. Omitted numbers in the
sequence refer to documents previously filed as an exhibit.
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