ASTA HOLDINGS, CORP.
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Item 1.01. Entry into a Material Definitive Agreement.
Effective March 25, 2015 (the "Effective Date"), Asta Holdings, Corp. ("we," "us," "our" or "Asta") entered into a merger and exchange agreement (the "Agreement") with CSA Acquisition Subsidiary, LLC (the "Acquisition Subsidiary") and CSA LLC ("CSA"). Pursuant to the terms of the Agreement, as of the Effective Date, we appointed Daniel C. Williams to serve as our president. Also pursuant to the terms of the Agreement, at the effective time of the merger, the Acquisition Subsidiary will be merged with and into CSA, with CSA surviving the merger. In addition, on the closing date, (i) the members who collectively own 100% of the issued and outstanding units of CSA will transfer to Asta an aggregate of 1,125,000 units, representing all of CSA's units, and (ii) we will issue to the CSA members an aggregate of 5,054,457 shares of our common stock in exchange for the CSA units transferred. The closing will take place three business days after all of the closing conditions have been satisfied or waived; provided, however, that if the closing has not occurred by June 30, 2015 and no material breach of the Agreement has occurred, we or CSA may terminate the Agreement.
CSA is the leading comprehensive security solutions provider catering to businesses in the licensed cannabis industry. As security industry experts headquartered in Denver Colorado, CSA has expanded its operations to serve the increasing number of state licensed cannabis cultivators, processors, infused products manufacturers, and retailers in the United States.
Founded by CEO and President, Dan Williams, in 2009, CSA was the first and only security company entirely dedicated to the emerging cannabis industry until late 2013. As more competition enters the market CSA has thrived in a highly competitive environment in the industry. CSA has built an unparalleled reputation for quality and dependability with its customers, strategic partners and the national media. Over 400 permitted facilities have CSA security systems installed across multiple states with the bulk of the customer base in Washington and Colorado. CSA management is proud that all these facilities achieved a 100% licensing approval rating, which is critical to the viability of those businesses..
In 2014 CSA expanded its service offerings to include consulting for clients entering new cannabis markets. CSA partnered with several consulting firms and new clients to provide security plans for firms applying for licenses in MA, CT, WA, Ill and NV. This helped CSA to further expand its reach in the industry, and position itself as a market leader. CSA consulting engagements were successful in aiding its clients to obtain licenses in each new state. Seeing a further need for a comprehensive solution for the industry, CSA introduced the Cloverton Group, a division of CSA. The Cloverton Group addresses the need for on-site armed guards at cannabis businesses and armored transport of cash and product.
Security is a primary concern for licensed cannabis businesses and the state regulators who oversee each program. Permitted facilities must adopt strong security systems to protect their businesses and comply with regulations. These businesses maintain valuable inventories onsite, and typically also have significant cash holdings since business-to-business and business-to-consumer transactions are often conducted in cash. Facilities are exposed to theft both from outsiders and employees. In addition, business operators in most legal cannabis states must show regulatory agencies that security systems carefully protect and track inventories and transactions. Failure to do so could not only result in large losses, but also threaten businesses' operating permits and force closure. In WA and CO the new adult use laws opened the industry's eyes to the need for on premise security to control and enforce the age restrictions and act as a deterrent to the general public who is now able to enter a shop without being screened by the state as is the case in a medical dispensary.
CSA provides effective security solutions, including installations of alarms, door access systems, video cameras, security system design and consulting businesses in the state licensing process. CSA's core existing products and services include the following:
In 2015 CSA released armed guards and armed transport services. CSA no additionally provides armed guards, armed transport, site risk assessments and consulting services. CSA has made significant investments in armed vehicles, state security licenses and highly trained staff in anticipation of the release of The Cloverton Group division to the Colorado market.
Physical Security:
