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below):
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CFR 230.425)
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Securities
registered pursuant to Section 12(b) of the Act: None
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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
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Item 5.02 Changes in Control of Registrant.
Previously GL
Brands, Inc. (the “Company”) filed a Bankruptcy Plan of
Reorganization under which the Company’s incumbent shares
would all be canceled, the incumbent shareholders would lose all
interest in the Company and new equity would be issued in the
reorganized Company in exchange for cash payments to the Company
approved by the Court through the Plan of
Reorganization.
As part
of the Court’s consideration of such plan of reorganization,
on March 31, 2021, the Bankruptcy Court for the N.D. Texas, Fort
Worth Division issued an order to allow the Company to hold an
auction for the sale of its to-be-issued new equity interests of
the reorganized Company. Upon and subject to the Court’s
final acceptance of the Plan of Reorganization, the successful
auction bidder will own one hundred percent (100%) of the
Company’s equity interest.
The
Court’s order approves bidding procedures and a stalking
horse bid from Merida Capital Partners III, LP, Merida Capital
Partners QP, LP and certain of their affiliates. The stalking horse
bid has a bid value of $1,314,019 and a $25,000 breakup fee. The
bidding procedures require that all bids other than the stalking
horse bid have values greater than the stalking horse bid to be
submitted by April 16, 2021 along with a $125,000 deposit. The full
bidding procedures are stated in the Court’s
order.
SIGNATURE
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 hereunto duly authorized.
Exhibit 99.1 - Court Order dated March 31, 2021
signed by the Honorable Edward Lee Morris, US Bankruptcy Judge,
N.D. Texas Fort Worth Division, Cause No. 20-43800-elm-11 styled In
re: GL Brands, Inc.
