Current Report Filing (8-k)
02 Juni 2022 - 5:37PM
Edgar (US Regulatory)
0001664127
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0001664127
2022-05-31
2022-05-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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: May 31, 2022
ALTITUDE
INTERNATIONAL HOLDINGS, INC.
(Exact
name of Registrant as specified in its Charter)
| New
York |
|
000-55639 |
|
13-3778988 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
4500
SE Pine Valley Street, Port Saint Lucie, FL 34952
(Address
of Principal Executive Offices)
(772)
323-0625
(Registrant’s
Telephone Number, including area code)
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 the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
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: None.
| Title
of each class |
|
Trading
Symbols(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). ☐
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
1.01 Entry into Definitive Material Agreement.
On
May 31, 2022, the Company executed a First Addendum to Purchase and Sale Agreement (the “Addendum”) with Sandpiper Resort
Properties, Inc. and Holiday Village of Sandpiper, Inc. (collectively, “Sandpiper”), modifying that certain Purchase and
Sale Agreement effective as of April 25, 2022 (the “Agreement”) for the purchase by the Company of property in Port Saint
Lucie, Florida (the “Property”). The Property being sold is the Property on which the Company’s facilities are currently
located and where the Company currently operates and includes approximately 216 acres and approximately 3,000 feet of waterfront property.
In
the Addendum, the Company acknowledges that the Due Diligence period in the Agreement has expired and that the Company did not elect
to terminate the Agreement, so the deposit of $500,000 delivered to Sandpiper shall become nonrefundable and the Company has elected
to proceed to a Closing. Additionally, the Addendum allows the Company to request an extension of the Closing Date until no later than
July 29, 2022, if necessary, and if the Company delivers notification to Sandpiper by June 20, 2022.
The
remaining terms of the Agreement remain unchanged, including the purchase price of $55,000,000 for the Property. The Company may assign
the Agreement to an affiliate of the Company no later than five days prior to the Closing Date, as long as the Company is not released
of its obligations under the Agreement and the Company is responsible for any associated costs.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
ALTITUDE
INTERNATIONAL HOLDINGS, INC.
| Date: |
June
2, 2022
|
By: |
/s/
Gregory Breunich |
| |
|
|
Gregory
Breunich |
| |
|
|
Chief
Executive Officer, Acting Chief Financial Officer and Director |
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