SIPUP CORPORATION Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.06 Change in Shell Company Status 42
Item 5.07 Submission of Matters to a Vote of Security Holders
Item 9.01 Financial Statements and Exhibits 43
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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K, including the sections entitled "Description of Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contains express or implied forward-looking statements that are based on our management's belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements about:
? the implementation of our strategic plans for our business;
? our financial performance;
? developments relating to our competitors and our industry, including the
impact of government regulation;
? estimates of our expenses, future revenues, capital requirements and our needs
for additional financing; and
? other risks and uncertainties, including those listed under the captions
"Business," "Risk Factors," and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
In some cases, forward-looking statements can be identified by terminology such
as "may," "should," "expects," "intends," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continue," "could," "project," "intend,"
"will," "will be," "would," or the negative of these terms or other comparable
terminology and expressions. However, this is not an exclusive way of
identifying such statements. These statements are only predictions. You should
not place undue reliance on forward-looking statements because they involve
known and unknown risks, uncertainties and other factors, which are, in some
cases, beyond our control and which could materially affect results. Factors
that may cause actual results to differ materially from current expectations
include, among other things, those listed under the section entitled "Risk
Factors" and elsewhere in this Current Report on Form 8-
The forward-looking statements in this Current Report on Form 8-K represent our
views as of the date of this Current Report on Form 8-K. We anticipate that
subsequent events and developments will cause our views to change. Except as
expressly required under federal securities laws and the rules and regulations
of the
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Item 1.01 Entry Into A Material Definitive Agreement
The disclosure set forth below under Item 2.01 (Completion of Acquisition of Disposition of Assets) is incorporated by reference into this Item 1.01.
As previously disclosed, on
The foregoing description of the Share Exchange Agreement is qualified in its
entirety by reference to the Share Exchange Agreement, a copy of which was filed
as Exhibit 10.1 to the Company's Current Report, filed on
Item 2.01 Completion of Acquisition or Disposition of Assets
The Share Exchange Agreement closed on
The Share Exchange Agreement includes customary representations, warranties and
covenants made by VeganNation together with its shareholders. The assertions
embodied in those representations and warranties were made solely for purposes
of the acquisition of VeganNation by
Private Placement
In connection with the anticipated closing of the Acquisition, in
2
Between
Item 3.02 Unregistered Sales of
Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Upon the closing of the Acquisition, we issued 41,062,240 shares of our common
stock to former stockholders of VeganNation in exchange for all of the
outstanding shares of VeganNation's capital stock. The issuance and sale of such
securities was not registered under the Securities Act, and such securities were
issued in reliance upon exemptions from registration afforded by Section 4(a)(2)
of the Securities Act and Rule 506 of Regulation D promulgated thereunder and
Rule 903 of Regulation S promulgated thereunder. In determining that the
issuance of certain of such securities qualified for exemption under
Section 4(a)(2) of the Securities Act, we relied on the following facts: the
securities were issued to recipients that each represented that it was an
"accredited investor" as defined in Rule 501 promulgated under the Securities
Act, it was acquiring the securities for investment purposes and without a view
toward disposition thereof, and it had sufficient investment experience to
evaluate the risks of the investment; we used no advertising or general
solicitation in connection with the issuance and sale of the securities; and the
securities were issued as restricted securities. In determining that the
issuance of certain of such securities qualified for exemption in reliance on
Regulation S, we relied on the following facts: each recipient represented that
it is not a "
Item 3.03 Material Modification of Rights of Security Holders.
Reference is made to the disclosure set forth under Item 5.03 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 5.01 Changes in Control of the Registrant.
Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
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Item 5.06. Change in Shell Company Status.
As a result of the Closing of the Share Exchange described in Items 1.01 and 2.01 of this Current Report, which description is incorporated by reference in this Item 5.06 of this Current Report, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.
Item 9.01. Financial Statement and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements for VeganNation for the years
ended
(b) Pro Forma Financials
The unaudited pro forma balance sheet and statement of operations of
(d) Exhibits
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