Attached files
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| EX-99.1 - PRESS RELEASE DATED OCTOBER 22, 2015 FROM GILLA INC. - GILLA INC. | glla_ex991.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 21, 2015
GILLA INC.
(Exact Name of Registrant as Specified in its Charter)
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NEVADA
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000-28107
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88-0335710
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation)
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File Number)
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Identification Number)
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475 Fentress Blvd., Unit L, Daytona Beach, Florida 32114
(Address of principal executive offices)
(416) 843-2881
(Registrant’s telephone number, including area code)
N/A
(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:
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o
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Written communications pursuant to Rule 425 under the Securities Act
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item 1.01 Entry into a Material Definitive Agreement.
On October 21, 2015, Gilla Inc. (“Gilla” or the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) to acquire all of the assets of 901 Vaping Company LLC (the “Vendor”), an e-liquid manufacturer, including the assets, rights and title to own and operate the Craft Vapes, Craft Clouds and Miss Pennysworth’s Elixirs e-liquid brands (the “Brands”). The purchase price payable to the Vendor consists of (i) $150,000 payable in common shares of the Company, priced at the average closing price of the Company’s common shares using the five trading days that immediately precede the closing of the transaction; (ii) cash consideration payable on closing equal to the Vendor’s inventory and equipment of approximately $23,000; and (iii) a quarterly-earn out based on the gross profit stream derived from product sales of the Brands commencing on the closing date up to a maximum of 25% of the gross profit stream. The Company is not assuming any liabilities of the Vendor. The Company will enter into employment agreements with two of the principals of the Vendor with salaries of $100,000 and $50,000 respectively. The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions customary for transactions of this nature. The transaction is expected to close on November 1, 2015, or such other date as may be mutually agreed by the parties.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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99.1
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Press Release dated October 22, 2015 from Gilla Inc.
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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, thereunto duly authorized.
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GILLA INC.
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Dated: October 26, 2015
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By:
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/s/ J. Graham Simmonds
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Name: J. Graham Simmonds
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Title: Chief Executive Officer
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