UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 28, 2020
Date of Report (Date of earliest event reported)
EVIO, Inc.
(Exact name of registrant as specified in its charter)
| Colorado | | 000-12350 | | 47-1890509 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2340 W. Horizon Ridge Parkway, Ste 120 Henderson, NV | | 89052 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (702) 748-9944
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) |
| | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events
Non-Binding Letter of Intent
On June 28, 2020, the company entered into a Non-binding Letter of Intent for a Contribution Exchange Agreement with Steep Hill, Inc. In the proposed transaction, Steep Hill will provide certain laboratory assets and cash to C3 Labs in exchange for minority ownership interest of C3 Labs. C3 Labs will assume from Steep Hill certain liabilities, including the leased property at 2448 Sixth St. Berkeley, CA. The exchange agreement excludes transfer of Steep Hill’s licensing business and intellectual property. The transaction is subject to the conditions set forth in a proposed Agreement.
On July 1, 2020 we learned that Steep Hill’s former CEO, J Michaele Keller, had made this potential transaction public via press release. This breach of confidentiality was aided by his attorneys, Pryor Cashman LLP. EVIO regards this as a serious breach and is reviewing any potential implications on the proposed transaction and possible causes of action against Pryor Cashman.
Forward-Looking Statements
Statements contained in this current report that are not statements of historical fact are intended to be and are hereby identified as “forward-looking statements” for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations are based. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. The Company undertakes no obligation to update or revise this current report to reflect future developments except as otherwise required by the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | EVIO, INC., |
| | | |
| Date: July 2, 2020 | By: | /s/ William Waldrop |
| | | William Waldrop |
| | | Chief Executive Officer |
