Attached files
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EX-10.1 - UV FLU TECHNOLOGIES INC | v200369_ex10-1.htm |
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
Date
of report (Date of earliest event reported): October 28,
2010
UV
FLU TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
|
000-53306
|
98-0496885
|
||
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
1694
Falmouth Road, Suite 125
Centerville,
Massachusetts
|
02632-2933
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (780) 691-1188
Former
name or Former Address, if Changed Since Last Report:
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):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
1
SECTION
1 -
|
REGISTRANT’S
BUSINESS AND OPERATIONS
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On
October 28, 2010, UV Flu Technologies, Inc., a Nevada corporation (the
“Company”), entered into a binding letter of intent with The Red Oak Trust (“Red
Oak”), dated October 28, 2010 (the “LOI”), in connection with the Company’s
proposed acquisition of one hundred percent (100%) of the issued and outstanding
unit of RxAir Industries, LLC, a Nevada limited liability company (“RxAir”),
which is wholly owned by Red Oak (the “Acquisition”). At the closing
of the Acquisition, RxAir will become a wholly-owned subsidiary of the
Company.
In
accordance with the LOI, and subject to the completion of legal due diligence by
the Company, the parties agree that the terms and conditions of the Acquisition
shall be as set forth in certain formal definitive agreements (“Definitive
Agreements”), including but not limited to, a stock purchase agreement and
consulting agreement, to be negotiated and entered into by and between the
parties on or prior to November 18, 2010 (the “Closing Date”), subject to one or
more mutually agreed upon extensions.
The
purchase price shall be comprised of: (a) one hundred and twenty five thousand
dollars ($125,000) cash payable: (i) ten thousand dollars ($10,000) upon the
execution of the LOI; (ii) fifteen thousand dollars ($15,000) upon the
completion of an audit by the Company of RxAir; and (iii) one hundred thousand
dollars ($100,000) at the closing of the Acquisition; and (b) the Company shall
issue to Red Oak one million (1,000,000) shares of common stock of the
Company.
Further,
in accordance with the proposed Acquisition, the Definitive Agreements shall
include a consulting agreement by and between the Company and Bryan A. Scott
(the “Consultant”), with a term of nine (9) months, whereby the Company shall
compensate the Consultant with an aggregate payment of ninety thousand dollars
($90,000), payable ten thousand dollars ($10,000) per month, commencing thirty
(30) days from the Closing Date.
Additionally,
at the Closing Date, the Company agrees to issue one hundred thousand (100,000)
shares of common stock of the Company to each of the following three key
personnel of RxAir, such issuance contingent upon their continued active
involvement with RxAir: Manny Marquez, Melanie Paschal and John Bugg, such
shares issuable per the following: (i) twenty five thousand (25,000) shares on
the Closing Date; (ii) twenty five thousand (25,000) shares six (6) months after
the Closing Date; and (iii) fifty thousand (50,000) shares twelve (12) months
after the Closing Date.
The
foregoing description is qualified in its entirety by reference to the LOI filed
as Exhibit 10.1 attached hereto and incorporated herein by
reference.
SECTION
9 -
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
Item
9.01
|
Financial
Statements and Exhibits.
|
Exhibit
No.
|
Exhibit
Description
|
10.1 |
Letter
of Intent by and between The Red Oak Trust and UV Flu Technologies, Inc.,
dated October 28, 2010.
|
2
SIGNATURE
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.
UV FLU TECHNOLOGIES, INC. | ||
a Nevada Corporation | ||
Dated: October
29, 2010
|
/s/ John J. Lennon | |
John J. Lennon | ||
President, Chief Executive Officer and Chief Financial Officer | ||
3