ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 10, 2020, Boomer Naturals Inc. ("Boomer"), a wholly-owned subsidiary
of Boomer Holdings, Inc. (the "Company"), executed a Trademark License Agreement
(the "License Agreement") with Tommy Bahama Group, Inc. ("Tommy Bahama") a
wholly owned subsidiary of Oxford Industries, Inc. Pursuant to the terms of the
License Agreement, Tommy Bahama agreed to license the Tommy Bahama trademark and
other intellectual property from Tommy Bahama in connection with the
manufacture, sale, distribution, advertisement and promotion of the Company's
products as more fully set forth in the License Agreement. The License Agreement
requires the Company to pay minimum royalties for each license year and meet
minimum net sales requirements of products under the licensed marks each year.
The License Agreement may be terminated by Tommy Bahama before the end of the
term for several reasons.
The foregoing description of the License Agreement is qualified in its entirety
by reference to the License Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
As previously disclosed, on January 7, 2020, the Company's Board of Directors
and majority shareholder approved an amendment to the Company's Articles of
Incorporation (the "Amendment") to (i) change its name to Boomer Holdings, Inc.
(ii) to increase the number of its authorized shares of capital stock from
75,000,000 to 210,000,000 shares of which 210,000,000 shares were designated
common stock, par value $0.001 per share (the "Common Stock") and 10,000,000
shares were designated "blank check" preferred stock, par value $0.001 per share
(the "Preferred Stock") and (iii) to effect a forward split such that 3 shares
of Common Stock were issued for every 1 share of Common Stock issued and
outstanding immediately prior to the Amendment (the "Split"). The Amendment was
effected on January 10, 2019.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
Number Description
3.1 Amended and Restated Articles of Incorporation
10.1 Trademark License Agreement between Tommy Bahama
Group, Inc. and Boomer Naturals, Inc.
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