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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/22/20 Bioforce Nanosciences Holdin… Inc 10-Q 6/30/20 41:1.2M Yes International/FA |
Document/Exhibit Description Pages Size
1: 10-Q Qtr. Report - June 30, 2020 HTML 191K
2: EX-10.7 Material Contract HTML 21K
3: EX-10.8 Material Contract HTML 24K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 17K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 17K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 13K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 13K
14: R1 Document and Entity Information HTML 50K
15: R2 Condensed Consolidated Balance Sheets - Unaudited HTML 83K
16: R3 Condensed Consolidated Balance Sheets - Unaudited HTML 34K
(Parenthetical)
17: R4 Condensed Consolidated Statements of Operations - HTML 67K
Unaudited
18: R5 Condensed Consolidated Statements of Cash Flows - HTML 74K
Unaudited
19: R6 Condensed Consolidated Statements of Stockholders' HTML 51K
Equity - Unaudited
20: R7 Organization & Description of Business HTML 19K
21: R8 Summary of Significant Accounting Policies HTML 26K
22: R9 Recently Issued Accounting Standards HTML 17K
23: R10 Going Concern HTML 18K
24: R11 Prepaid Expenses HTML 19K
25: R12 Related Party Transactions HTML 20K
26: R13 Stock HTML 21K
27: R14 Commitments and Contingencies HTML 17K
28: R15 Risks and Uncertainties HTML 17K
29: R16 Subsequent Events HTML 17K
30: R17 Summary of Significant Accounting Policies HTML 52K
(Policies)
31: R18 Summary of Significant Accounting Policies HTML 18K
(Tables)
32: R19 Prepaid Expenses (Tables) HTML 18K
33: R20 Organization & Description of Business (Details) HTML 18K
34: R21 Summary of Significant Accounting Policies HTML 23K
(Schedule of Cash and Cash Equivalents) (Details)
35: R22 Prepaid Expenses (Schedule of Prepaid Expenses) HTML 20K
(Details)
36: R23 Related Party Transactions (Details) HTML 25K
37: R24 Stock (Details) HTML 49K
38: R25 Risks and Uncertainties (Details) HTML 26K
40: XML IDEA XML File -- Filing Summary XML 61K
39: EXCEL IDEA Workbook of Financial Reports XLSX 33K
8: EX-101.INS XBRL Instance -- bfnh-20200630 XML 271K
10: EX-101.CAL XBRL Calculations -- bfnh-20200630_cal XML 80K
11: EX-101.DEF XBRL Definitions -- bfnh-20200630_def XML 137K
12: EX-101.LAB XBRL Labels -- bfnh-20200630_lab XML 301K
13: EX-101.PRE XBRL Presentations -- bfnh-20200630_pre XML 234K
9: EX-101.SCH XBRL Schema -- bfnh-20200630 XSD 57K
41: ZIP XBRL Zipped Folder -- 0001091818-20-000170-xbrl Zip 35K
| Converted by EDGARwiz |
Exhibit 10.8
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (“MOU”), dated July 14, 2020 is by and between BioForce Nanosciences Holdings, Inc. (“BFNH”), a Nevada Corporation and Element Global, Inc., a Utah Corporation (ELGL) (BFNH and ELGL may individually referred to hereinafter as “Party” collectively referred to hereinafter as the “Parties”). This MOU sets forth the general terms and conditions for a merger, to which the BFNH and the ELGL have jointly agreed.
A.ELEMENT GLOBAL, INC. (ELGL) has specific assets and subsidiaries;
B. ELGL (Seller) desires to sell the itself and its Assets and its subsidiaries, and BFNH (Buyer) desires to purchase all of the Assets from or controlled by ELGL, and fully take control from ELGL and its subsidiaries and conduct business activities with the ELGL Assets
This MOU contemplates the proposed transaction (the “Transaction”) between the Parties that provides for BFNH to acquire all of the Assets controlled by ELGL. The general understating of the terms and conditions of the Transaction are set forth herein.
AGREEMENT
The following shall constitute an expression of the mutual intent of the Parties hereto and is contingent upon the successful negotiation, execution, and delivery of necessary documentations to hopefully proceed with a definitive agreement between BFNH and the ELGL which would set-forth in details the terms and conditions of the proposed transactions and agreements (the “Definitive Agreements”).
1. Understanding
1.1 Transaction. BFNH desires to acquire 100% of the Assets, Company and subsidiaries that are owned by ELGL and ELGL desires to sell those Assets, Company, and subsidiaries. The Parties contemplate that the principal terms and conditions of the Transaction shall be as follows:
(a) Terms: Within 90 business days of signing this Agreement, BFNH and ELGL expects to enter into a Definitive Binding Agreement which will specifically outline the terms of the sale.
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1.2 Conditions to Consummation of the Transaction. The obligations of BFNH, with respect to the Transaction, shall be subject to the satisfaction of the conditions customary to transactions of this type, including without limitation: (a) confirmation that the representations and warranties of ELGL are true and accurate in all respects affecting the transaction; and, (b) satisfactory completion of due diligence by BFNH.
1.3 Access to Relevant Documents and Properties. ELGL shall give BFNH and its representative’s full access to any personnel and all properties, documents, books, records and operations relating to the ELGL within a reasonable amount of time from the date of any such request, but in each such case within ten (10) business days from the date of request. All such requests for access under this Section shall be delivered via email to an authorized agent or via facsimile to ELGL by BFNH.
2. Agreement
2.1 Transaction. The undersigned agree to the terms of the Transaction as set forth above and each agree to cooperate in the negotiation, preparation of such possible Definitive Agreements, and other necessary documentation contemplated by the Transaction and agree to execute any and all documents consistent with the above terms to facilitate the consummation of such Transaction on or before Oct 13, 2020.
3. Costs and Expenses
All costs and expenses incurred by BFNH or ELGL in connection with the continued negotiation of the Transaction shall be borne individually of the parties.
4. Exclusive Negotiating Rights
In order to induce Company to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the transaction, described above, and to negotiate the terms of, and consummate, the Transaction contemplated hereby, ELGL agrees that up to October 13, 2020, ELGL, or its affiliates and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding the possible acquisition by any person other than BFNH, including, without limitation, by way of a purchase of shares, purchase of assets or merger, of all or any substantial part of its equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding the ELGL’s Assets or business to any person other than BFNH and its duly appointed representatives.
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5. Termination
Termination of negotiations by Company prior to any execution and delivery of a Definitive Agreements shall be without liability and no Party hereto shall be entitled to any form of relief whatsoever, including without limitation, injunctive relief or damages. Termination by ELGL can only be made if BFNH fails to perform under this MOU and after a ten (10) day notice period has not been remedied.
6. Governing Law
This MOU shall be governed by and construed in accordance with the laws of Virginia applicable to agreements made and to be performed entirely within such State and without regard to its choice of law principles.
7. Confidentiality.
Except as provided herein, the existence and the terms of this MOU, Parties shall be maintained in confidence by the Parties hereto and their respective officers, directors and employees. Except as compelled to be disclosed by judicial or administrative process or by other requirements of law, legal process, rule or regulation (including to the extent required in connection with any filings made by the Parties or their controlling affiliates with the Securities and Exchange Commission) all public announcements, notices or other communications regarding such matters to third parties, including without limitation any disclosure regarding the transactions contemplated hereby, shall require the prior approval of all Parties hereto.
8. Amendment.
Any amendment(s) to this MOU shall be in writing and signed by all Parties hereto.
9. Miscellaneous.
9.1 Authority. The execution, delivery and performance by ELGL of this MOU (a) has been duly authorized by all requisite corporate and, if required, stockholder action on the part of ELGL (b) and this MOU will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of ELGL, (B) any order of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which ELGL is a party or by which it or any of the Assets is or may be bound, (ii) result in the creation or imposition of any Lien upon or with respect to ELGL’s Assets, and assets of its subsidiaries.
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9.2 indemnity.
(a) ELGL and BFNH shall each indemnify each other, and the other Party’s directors, officers, partners, employees and agents (each such Person being called an “Indemnity”) against, and to hold each Indemnity harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counselfees, charges and disbursements, incurred by or asserted against any Indemnities arising out of in any way connected with, or as a result of (i) the execution or delivery of this MOU or any agreement or instrument contemplated hereby, the performance by the Parties thereto of their respective obligations hereunder or the consummation of the Definitive Agreements and the other transactions contemplated thereby, and (ii) any claim, litigation investigation or proceeding relating to any of the foregoing, whether or not any Indemnity is a party thereto.
(b) The provisions of this Section 9.2 shall remain operative and in full force and effect regardless of the expiration of the term of this MOU the consummation of the transactions contemplated hereby, the invalidity or unenforceability of any term or provision of this MOU, or any investigation made by or on behalf of BFNH.
9.3 Agreement to Perform Necessary Acts. BFNH and ELGL agree to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions and intent of this MOU; if, not, the Section 5 above takes precedence.
10. Counterparts and/or Facsimile Signature.
This MOU may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract and shall become effective. Delivery of an executed signature page to this Agreement by facsimile transmission or email correspondence shall be as effective as delivery of a manually signed counterpart of this Agreement.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.
BioForce NanoSciences Holdings, Inc.
/s/
____________________________
Richard Kaiser- Director/ CFO
Date July 14, 2020
Element Global, Inc.
/s/
__________________________________
Merle Ferguson-Chairman/ President
Date: July 14, 2020
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 10/13/20 | ||||
| Filed on: | 7/22/20 | |||
| 7/14/20 | 8-K | |||
| For Period end: | 6/30/20 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/21 Bioforce Nanosciences Holdin… Inc 10-K 12/31/20 32:1.3M Yes International/FA 10/23/20 Bioforce Nanosciences Holdin… Inc 10-Q 9/30/20 33:1M Yes International/FA |