UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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1.01 Entry into a Material Definitive Agreement.
On June 29, 2024, Trustfeed Corp., a Nevada corporation (“Company”“), executed a Know How and Patent License Agreement (the “Agreement”) with Pinata Holdings, Inc., a Delaware corporation (“Pinata”), to license from Pinata certain patent pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary delivery of products containing metformin, sumatriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). The license is worldwide, non-exclusive and non-transferable but may be sub-licensed pursuant to the terms of the Agreement.
The Company shall be obligated to pay a royalty to Pinata ranging from ten percent (10%) to twenty percent (20%) of the net sales from products utilizing the IP Rights containing the Ingredients.
The Agreement has a perpetual term, subject to the right of either party to terminate (a) if the other party commits a material breach of its obligations under the Agreement and fails to cure such breach and (b) at any time upon 180 days prior written notice to the other party.
It is the Company’s intention to utilize the IP Rights in products expected to be manufactured and distributed by it subsequent to its planned acquisition of Polomar Specialty Pharmacy, LLC (“Polomar”), a Florida limited liability company, pursuant to a Plan of Merger and Reorganization between the Company and Polomar dated June 28, 2024, as disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2024.
The foregoing summary of the Agreement and the IP Rights does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Pinata is an affiliate of CWR 1, LLC, the Company’s majority shareholder, through common ownership.
Cautionary Statement Regarding Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the federal securities laws. All statements, other than statements of fact, that address activities, events or developments that we or our management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of each company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, (1) the risk that Pinata may not be granted the pending patents under the IP Rights, (2) the ability of the Company to effectively utilize the licensed IP Rights to increase customer value and financial returns, (3) the ability to integrate the IP Rights into the existing Polomar business and realize the anticipated benefits of the license, (4) the risk that the pending merger between the Company and Polomar will not be consummated and (5) the other risks described under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and such other periodic filings the Company makes from time to time with the Securities and Exchange Commission (SEC). You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are not guarantees of future performance, and actual results, developments, and business decisions may differ from those envisaged by our forward-looking statements. Except as required by law, we undertake no obligation to update such statements to reflect events or circumstances arising after the date of this press release, and we caution investors not to place undue reliance on any such forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description | |
| 10.1 | Know How and Patent License Agreement, dated as of June 29, 2024, between Trustfeed Corp. and Pinata Holdings, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
| 2 |
SIGNATURES
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.
| Trustfeed Corp. | |
| /s/ Terrence M. Tierney | |
| Terrence M. Tierney | |
| Interim President/Chief Financial Officer | |
| Date: July 5, 2024 |
| 3 |