marijuana stocks

Form 8-K for SURNA INC.


27-Feb-2015

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.As previously disclosed, on January 8, 2015, Surna Inc. (the “Company”) entered into a membership interest purchase agreement (the “Agreement”) with Jim Willett and Forbeez Capital, LLC (together, the “Sellers”), pursuant to which the Company agreed to purchase and the Sellers agreed to sell all of their membership interests (the “Interests”) in Agrisoft Development Group, LLC (“Agrisoft”), a company that primarily operates as a point of sale software and technology company with a current focus on the cannabis sector. Together, the Sellers own, and will sell to the Company, 66% of the total membership interests in Agrisoft. The closing of the Interests sale was originally expected to close on March 15, 2015.

On February 23, 2015, the Company, the Sellers, and Agrisoft entered into an Addendum (the “Addendum”) to the Membership Interest Purchase Agreement. The Addendum provides that the Sellers have the unrestricted right to unilaterally terminate the Agreement at any time, for any reason. If the Sellers terminate the Agreement, the Company may elect to have all loans made by the Company to Agrisoft, plus accrued interest, converted to equity at the previously agreed upon conversion rate, or to be repaid on mutually agreeable terms. In addition, the Company has the right to convert to Agrisoft equity all monies it lent to Agrisoft, plus accrued interest, at the previously agreed upon valuation of $6,000,000 at any time between the date of the Addendum and July 1, 2015.

Pursuant to the terms of the Addendum, the Company may take a security interest in Agrisoft assets up to the amount loaned to Agrisoft by the Company, plus interest, or 4.3% of Agrisoft equity. At any time, Agrisoft may pay the Company the amounts loaned to it by the Company, plus interest, and satisfy the security interest.

The closing of the sale of the Interests, which is subject to customary closing conditions, currently is scheduled for July 1, 2015.

The foregoing description of the Addendum is qualified in its entirety by reference to the Addendum, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.(d) Exhibits.

Exhibit No.   Description of Exhibit

   10.1       Addendum to the Membership Interest Purchase Agreement dated as of
              February 23, 2015 by and between Surna Inc., Jim Willett, Forbeez
              Capital, LLC and Agrisoft Development Group, LLC.

 


MAPH Enterprises, LLC | (305) 414-0128 | 1501 Venera Ave, Coral Gables, FL 33146 | new@marijuanastocks.com
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