UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
Current Report Pursuant to Regulation A
Date of Report: June 4, 2021
(Date of earliest event reported)
ELEGANCE BRANDS, INC.
(Exact name of issuer as specified in its charter)
Delaware | 82-3305170 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
9100 Wilshire Blvd., Suite 362W
Beverly Hills, California 90212
(Full mailing address of principal executive offices)
(424) 313-7471
(Issuer’s telephone number, including area code)
Title of each class of securities issued pursuant to Regulation A: Class A Common Stock, par value $0.0001 per share
This Current Report on Form 1-U is issued in accordance with Rule 257(b)(4) of Regulation A, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ITEM 9. OTHER EVENTS.
Termination of the ABS Share Purchase Agreement
As previously reported by Elegance Brands, Inc., a Delaware corporation (the “Company”), in our Current Report on Form 1-U filed March 29, 2021 (the “Form 1-U”), on March 10, 2021, the Company, Australian Boutique Spirits Pty. Ltd., an Australian alcoholic beverage company owned by our CEO and Chairman (“ABS”), and our CEO and Chairman, Raj Beri (“Beri” or the “Seller”), entered into an agreement (the “Termination Agreement”) to terminate an agreement dated December 3, 2019, as amended and restated on April 8, 2020 and as further amended on May 19, 2020, July 27, 2020 and December 10, 2020, pursuant to which the Company was to acquire 100% of the outstanding shares of ABS (the “ABS Share Purchase Agreement”). Under the terms of the ABS Share Purchase Agreement, as amended, the Company paid a deposit of $1,712,500 (the “Deposit”) against the purchase price of ABS’s shares. Under the Termination Agreement, the parties agreed that the Deposit would be treated as an advance and prepayment on the Company’s purchase of certain designated alcoholic beverages and spirits (the “Covered Products”) manufactured by ABS for the Company pursuant to the terms of a separate manufacturing, supply and license agreement, dated July 31, 2020 and as amended on March 10, 2021 (the “ABS Manufacturing Agreement”), between the Company and ABS.
On June 4, 2021, the parties entered into an amended Termination Agreement (the “Amended Termination Agreement”) for purposes of reducing the amount of the Deposit by $250,000, recognizing that since the parties entered into the Termination Agreement, $250,000 had been returned by the Seller to the Company. As such, this reduced the Deposit to $1,462,500. Under the terms of the Amended Termination Agreement, for each order of Covered Products made by the Company from ABS, upon acceptance of the order by ABS and acceptance of the credit by the Seller, the Deposit will be credited to 25% of the invoice for the purchase of the Covered Products (the “Earned Credits”). Nonetheless, in the event the Deposit has not been repaid in full to the Company by the close of business on December 31, 2021, the Seller has agreed to immediately pay to the Company in cash by wire transfer the difference between (a) $1,462,500 less (b) the total amount of Earned Credits received by the Company in 2021.
The above description of the Amended Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Termination Agreement, which is attached hereto as Exhibit 6.1 and is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Elegance Brands Inc. | ||
a Delaware corporation | ||
by: | /s/ Amit Raj Beri | |
Name: | Amit Raj Beri | |
Its: | Chief Executive Officer | |
Date: | June 9, 2021 |
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Exhibits to Form 1-U
Index to Exhibits
Exhibit No. | Description | |
6.1 | Amendment No. 1 to the Termination Agreement, dated June 4, 2021, between Elegance Brands, Inc., Australian Boutique Spirits Pty Ltd. and Amit Raj Beri. |
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