Current Report Filing (8-k)
21 März 2022 - 7:58PM
Edgar (US Regulatory)
0001394638
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0001394638
2022-03-15
2022-03-15
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 (Date of earliest event reported): March 15, 2022
CREATIVE
LEARNING CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
000-52883 |
20-4456503 |
(State or other jurisdiction
of incorporation or organization) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
14
Kings Highway
Haddonfield,
NJ 08033
(Address
of principal executive office) (Zip Code)
(904)
824-3133
(Registrants’
telephone number, including area code)
(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:
☐
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-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:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
None |
None |
None |
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 ☐
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 2.01 Completion of Acquisition or Disposition
of Assets.
On December 7, 2021, Creative Learning Corporation (the “Company”)
entered into a Sale Agreement with StroomX, LLC (the “Purchaser”), under which
the Company agreed to sell all of the Company’s subsidiaries (the “Learning Subsidiaries”)
involved in its learning business (the “Learning Business”), as well as any
assets of the Learning Business that are not owned by the Learning Subsidiaries, to the Purchaser for $150,000, payable in cash or common
stock of the Company at the election of the Purchaser. In connection with the sale, the Purchaser agreed to assume all liabilities of
the Learning Business, and to indemnify and hold the Company harmless from any such liabilities. The Purchaser is controlled by Christopher
Rego, the Company’s current chief executive officer.
The sale of the Learning Business closed on March
18, 2022. As consideration for the purchase of the Learning Business, the parties agreed to set-off $50,000 in severance due to Christopher
Rego as part payment of the purchase price. The remainder of the purchase price was paid by a joint note executed by the Purchaser and
Mr. Rego in the principal amount of $100,000, which is payable in full on April 20, 2022 without interest. Alternatively, the parties
agreed that the promissory note may be satisfied in full by the delivery to the Company by the maturity date of the note of all shares
of common stock owned by Mr. Rego and his spouse in the Company, provided that the number of shares is not less than 500,000. In the event
the note is not paid in full by its maturity date, either in cash or shares, the note shall bear interest at 15% per annum until it is
paid in full.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 24, 2022, Rod Whiton, Christopher
Rego, Gary Zell and John Simento resigned as directors, provided that Mr. Whiton’s resignation would not be effective until ten
days after an information statement pursuant to Rule 14f-1 is mailed to shareholders. The information statement was mailed on March 4,
2022, and therefore, Mr. Whiton’s resignation was effective March 15, 2022.
(d) On February 24, 2022, by written consent of the
Board, John Possumato, Adam Potash and Paul Patrizio were appointed directors, provided that the appointments of Messrs. Potash and Patrizio
would not be effective until ten days after an information statement pursuant to Rule 14f-1 is mailed to shareholders. The information
statement was mailed on March 4, 2022, and therefore, Messrs. Potash and Patrizio appointments to the board were effective March 15, 2022.
Biographical and compensation information for Messrs. Potash and Patrizio is incorporated hereby by reference from the Current Report
on Form 8-K filed by the Company on March 2, 2022.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No. |
Description |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL). |
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.
|
CREATIVE LEARNING CORPORATION |
|
|
|
Dated: March 21, 2022 |
By: |
/s/ John Possumato |
|
Name: |
John Possumato |
|
Title: |
Chief Executive Officer |
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