CANNAPHARMARX, INC. (CPMD): M&A transaction — CannaPharmaRX acquires LTB Management for 33% stake, $3M notes, and warrants

CANNAPHARMARX, INC.

Acquired all Class B interests in LTB Management; total consideration includes convertible preferred stock representing 33% of fully-diluted common (adjustable 28%-45% based on earn-out).
Issued warrants to purchase 27,224,962 shares at $0.02/share and $3,000,000 in 13% secured promissory notes.
Earn-out: if LTB annual revenue reaches $2.5M within 24 months, sellers' stake rises to 45%; if below, drops to 28%.
LTB develops cannabis e-commerce technology with AI catalog, featuring over 500 strains and 1.2M social media followers.
Sellers to introduce investors for up to $3M in additional capital; no change to purchase price based on success.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

CANNAPHARMARX, INC. completed an acquisition involving Amir Tal and Koze Investments LLC for shares of our Class C Convertible Preferred Stock, par value $1.00 per share, each share of which is convertible into shares of our Common Stock, which represen (closed 2023-11-22).

Action: acquisition
Counterparty: Amir Tal and Koze Investments LLC
Consideration: shares of our Class C Convertible Preferred Stock, par value $1.00 per share, each share of which is convertible into shares of our Common Stock, which represen
Closing: 2023-11-22

Exact text from the filing

us to all of the profits and losses of LTB. Consideration due to the Sellers under the Transaction consists of shares of our Class C Convertible Preferred Stock, par value $1.00 per share, each share of which is convertible into shares of our Common Stock, which represents a 33% ownership interest based on our fully-diluted capitalization immediately

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CANNAPHARMARX, INC. entered into Amended and Restated Membership Interest Purchase Agreement with Amir Tal and Koze Investments LLC (effective 2023-11-22).

Action: entry
Agreement: asset purchase
Counterparty: Amir Tal and Koze Investments LLC
Effective: 2023-11-22

Exact text from the filing

On November 22, 2023, CannaPharmaRX, Inc. (the “Company,” “we,” “our,” or “us”), entered into an Amended and Restated Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among us and Amir Tal and Koze Investments LLC (the “Sellers”) whereby we acquired all of the Class B Member Interests in LTB Management, LLC

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28 m&a transactions filed in the last 30 days. Browse all m&a transactions →

CANNAPHARMARX, INC. filing history →

Source: SEC EDGAR

accession 0001683168-23-008658

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