UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 12, 2017
Date of Report (Date of earliest event reported)
GALA GLOBAL INC.
(Exact name of registrant as specified in its charter)
NEVADA | 000-52044 | 42-1771014 |
(State or other jurisdiction of | (Commission File | (IRS Employer Identification No.) |
incorporation) | Number) | |
2780 South Jones Blvd., #3725, Las Vegas, Nevada | 89146 | |
(Address of principal executive offices) | (Zip Code) |
(702) 900-6074
Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 2.01 | Acquisition or Disposition of Assets |
(a) Cryo Health USA, LLC (db/a Chill-N-Out Cryotherapy)
On February 12, 2017, Gala Global Inc. executed a Definitive Agreement whereby Gala Global Inc., will acquire 51% of the outstanding Stock of Cryo Health USA, LLC (db/a Chill-N-Out Cryotherapy), a Delaware Limited Liability Corporation. The terms of the acquisition includes a payment of Gala Global Inc. Series B Preferred shares. The valuation of the transaction is currently being determined.
Chill-N-Out is one of the premier Cryotherapy Studio companies in Southern California. They have personally funded the start-up of the initial two San Diego Chill-N-out studios and is developing and implementing the Chill-N-Out Franchising Model.
Chill-N-Out Cryotherapy is a new growing area of alternative health care field, cryotherapy. The cryogenic approach to health care is holistic, stressing the patient's overall health and wellness. It recognizes that many factors affect health, including exercise, diet, rest, environment, and heredity. A three minute Cryotherapy session is said to provide, through third-party research, a natural, drugless, nonsurgical treatment, and relies on the body's inherent restorative abilities. The treatment is said to appeal, to a vast number of concerns, from general health and fitness, to anti-aging and sports therapy.
(b) Controlled Environment Genomics Inc.
On February 14, 2017, Gala Global Inc. executed a Definitive Agreement whereby Gala Global Inc., will acquire 80% of the to be incorporated Controlled Environment Genomics Inc.’s issued and outstanding common stock in exchange for shares of GLAG preferred Series B Stock with a thirty one percent (31%) buy pack with a spin out in three years from the date of original contract. The valuation of the transaction is currently being determined.
Controlled Environment Genomics Inc. is a developing start-up in the field of high volume genome sequencing, mapping, cloning, and conversion of genetic information into digital code, that can be transmitted wirelessly, then synthetically reproduced cultured into a living specimen. Their approach will enable remote digitally automated rapid assembly of multiple DNA fragments constructed into synthetically produced molecules that are cultured to maturity within an advanced controlled environment incubation technology. The applications would be used to synthetically produce any living and/or non-living, chemicals, molecules, and organisms, such as DNA, RNA, bacteria, viruses, medical therapeutics such as infectious disease vaccines, antibodies or antivirals, and compounds like monomers, polymers, or rheology modifiers. The outcome of their technology is to produce high value, volume, and quality organisms and/or compounds.
Item 5.02. | Departure of Directors or Principal Officer; Election of Directors; Appointment of Principal Officers |
On February 10, 2017, Ms. Romina Martinez was appointed as a member of the Company’s Board of Directors.
Her biography is set forth below:
Romina Martinez, for the past year has been Vice President of Hssy Inc., an international business finance and operations consulting firm based out of San Diego, CA. She has a well-rounded commercial outlook to solving legal issues practically and is an expert at advising on new areas of law or changes to the law. Prior to Hssy Inc., Romina Martinez worked in the legal field for more than five years having been with several San Diego firms from 2011 up to 2016. For the last several years, Romina Martinez has established work with the legal medicinal and recreational cannabis and Industrial Hemp markets. She is experienced in regards to many levels of the courts including family law, relevant regulations and depositions, to federal district Court matters. She is well versed in a number of commercial practice areas including corporate finance, public company markets, real estate, translations, licensing and contracts, research and development, and has helped formulate numerous companies as well as handling the social media marketing platforms for their businesses. Romina is a bilingual speaker who is proficient in both fluent Spanish and English.
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On February 10, 2017, Mr. Timothy Madden was appointed to take over the potion of Chief Executive Officer of Gala Global, Inc.
His biography is set forth below:
Timothy J. Madden – CEO Gala Global Inc.
Mr. Madden, is currently serving as CEO of Gala Global Inc. Since 2009 Mr. Madden has been the founder and President of Biodynamics LLC, and additionally since 2007 Mr. Madden has been the founder and manager of On Point Hydroponics LLC. Mr. Madden’s unique mix of education, experience and ideals have positioned him as a leader in the controlled environment agriculture industry. His extensive knowledge of integrated renewable energy and organic controlled environment agriculture technologies, provides the Company with a significant competitive advantage in the industry. Mr. Madden’s education and experience includes a degree in computer electronics from Fortis College. While attending a Waldorf School in his youth, Tim studied the work of Dr. Rudolf Steiner, a scientist, philosopher and inventor of commercial scale organic agriculture. Steiner published his work in 1924 to combat the rapid worldwide decline in crop nutritional value and fertility occurring due to the overuse of pesticide, and monoculture practices of the twentieth century. The science of controlled environment agriculture is founded on the need for crop production to be a closed loop agricultural system, self-contained and self-sustaining, creating and maintaining life, free of external contaminants, and the production of pollution. Tim has worked to make Dr. Steiner’s vision a reality through entrepreneurship and the invention and development of proprietary controlled environment agricultural technologies powered by integrated renewable energy systems.
Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
(a) | The required pro forma financial information is unavailable as of the date hereof and will be filed by the Registrant pursuant to the requirements of the Securities Exchange Act and the rules and regulations promulgated there under within 71 days after the date of the event reported in this Form 8-K. |
(b) | Exhibit number. |
99.1. | Definitive Agreement - Cryo Health USA, LLC |
99.2. | Definitive Agreement - Controlled Environment Genomics Inc. |
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 thereunto duly authorized.
/s/ Allison Hess | Date: February 16, 2017 | |
Officer, Director | ||
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Exhibit 99.1
DEFINITIVE AGREEMENT
between
GALA GLOBAL, INC
and
CRYO HEALTH USA, LLC
This Definitive Agreement (the "Agreement") sets forth certain agreements between Gala Global Inc., a Nevada Corporation, with its address at 18881 Von Karmen Ave., Ste. 1440 Irvine, CA 92612 (referred to as "GLAG") and Crye Health USA, LLC (db/a Chill-N Out Cryotherapy), a Delaware Limited Liability Corporation, with its address at 3683 Midway Drive, Suite F, San Diego, CA 92110 (referred to as "CHIL"). GLAG and CHIL may hereinafter be collectively referred to as the "Parties" in this Agreement.
A. PURPOSE:
The purpose of this Agreement is to confirm the contractual relationship between the Parties and the rights and obligations between GLAG and CHIL for the purpose of the development of acquisitions and establishing a Franchise operation business in a newly formed Subsidiary under Chill-N-Out Cryotherapy.
WHEREAS, CHIL is interested in setting up/acquiring additional locations to develop and expand its brand, services, and revenue for health care, non-surgical treatments, fitness, therapy and cosmetic benefits for the purpose to expand the CHIL franchise;
WHEREAS, GLAG is a publicly traded company in the nutraceutical and pharmaceutical industries who is seeking candidates for the acquisition in this area of interest, and is OTC-listed under the symbol: GLAG;
WHEREAS, CHIL would like to establish a Franchise operating business focusing on alternative health care fields;
AND WHEREAS; The Parties collectively agree that GLAG acquire CHIL by issuing a new series of GLAG Preferred Shares, with the to expand and franchise CHIL through a newly formed Subsidiary under CHIL;
NOW THEREFORE, in consideration of the mutual promises set forth below, the PARTIES agree as follows:
B. BASIC TRANSACTIONS
a) GLAG will acquire 51% of CHIL's issued and outstanding common stock in exchange for shares of GLAG preferred Series B Stock.
b) SCOPE OF AGREEMENT:
The Parties hereby engage to form a Subsidiary under Chill-N-Out Cryotherapy to which will seek and develop acquisitions for CHIL as well as expand and franchise CHIL.;
c) GLAG SHALL CONTRIBUTE THE FOLLOWING:
i. | Under the terms of this Agreement, GLAG will fund an initial minimum investment of ($100,000) ONE HUNDRED THOUSAND DOLLARS within fourteen days and up to ($250,000) TWO HUNDRED AND FIFTY THOUSANDS DOLLARS into GHIL in aggregated principle amounts within thirty to forty five days that the Definitive Agreement has been set into action; |
ii. | Thereafter, GLAG will fund an additional investment of up to ($2,750,000) TWO MILLION SEVEN HUNDRED FIFTY THOUSANDS DOLLARDS within a (12) TWELVE month period as needed by GHIL; |
iii. | Subsequently, after a minimum of (12) TWELVE months (twenty four months in total) and set milestones are reached, GLAG will then formalize a spin off at 70% to GHIL and 30% to GLAG. |
iv. | GLAG will assist GHIL in the development of a CBD product line. |
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c) GHIL SHALL CONTRIBUTE THE FOLLOWING:
i. | secure a Flagship retail studio location_____________in Las Vegas, Nevada; |
ii. | GHIL thereafter will be responsible for the operations of the retail studios for the Franchises under the terms set forth in this Definitive Agreement; |
D. CONFIDENTIALITY:
The Parties are interested in pursuing discussions concerning a possible joint venture. In this connection, each has requested that the other party disclose certain confidential and proprietary information of substantial value to the disclosing party. Each party acknowledges that any disclosure of such confidential and proprietary information to third Parties will prejudice the ability of the disclosing party to conduct its business successfully. The confidential and proprietary information so disclosed may include, among other things, technical and functional characteristics of GLAG'S practices and technology, trade secrets, sales, customer and supplier information, and information as to the financial condition, results of operations, employees, business plans and prospects, strategies, and projections of the disclosing party. Accordingly, whether or not any actual Agreement is hereafter consummated, each party will (i) hold all confidential, proprietary information and trade secrets of the other party in confidence and not disclose such information to others, and (ii) not use such information commercially or for any purpose other than to conduct discussions with each other and/or provide goods or services to each other. The Parties agree to limit dissemination of and access to the information as to disclose only to personnel who have a need for such access. Each party understands that the other makes no representations or warranties as to the accuracy or completeness of any such information.
E. MISCELLANEOUS
a. Entire Agreement. This Agreement, and the other certificates, agreements, and other instruments to be executed and delivered by the parties in connection with the transactions contemplated hereby, constitute the sole understanding of the parties with respect to the subject matter hereof and supersede all prior oral or written agreements with respect to the subject matter hereof.
b. | Any notice or other communication required or permitted to be given or made hereunder shall be made in writing and may be give by personal delivery, by mailing the same prepaid mail or facsimile transmission as follows: |
ToGLAG:
18881 Von Karmen Ave., Ste. 1440
Irvine, CA 92612
ToCHIL:
3683 Midway Drive, Suite F
San Diego, CA 92110
Any notice or other communication or instrument delivered shall be deemed to have been given when delivered, if delivered personally, or if mailed three business days following the mailing of the same, or if sent by facsimile, on the day that notice was went by facsimile or the next business day if the notices was not sent on a business day. Any party hereto may change its address hereunder by giving notice in accordance with the terms hereof.
c. | Parties Bound by Agreement; Successors and Assigns. The terms, conditions, and obligations of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. |
d. | Amendments and Waivers. No modification, termination, extension, renewal or waiver of any provision of this Agreement shall be binding upon a party unless made in writing and signed by such party. A waiver on one occasion shall not be construed as a waiver of any right on any future occasion. No delay or omission by a party in exercising any of its rights hereunder shall operate as a waiver of such rights. |
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e. | Severability. If for any reason any term or provision of this Agreement is held to be invalid or unenforceable, all other valid terms and provisions hereof shall remain in full force and effect, and all of the terms and provisions of this Agreement shall be deemed to be severable in nature. If for any reason any term or provision containing a restriction set forth herein is held to cover an area or to be for a length of time which is unreasonable, or in any other way is construed to be too broad or to any extent invalid, such term or provision shall not be determined to be null, void and of no effect, but to the extent the same is or would be valid or enforceable under applicable law, any court of competent jurisdiction shall construe and interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under applicable law. |
f. | Attorney's Fees. Should any party hereto retain counsel for the purpose of enforcing, or preventing the breach of, any provision hereof including, but not limited to, the institution of any action or proceeding, whether by arbitration, judicial or quasi judicial action or otherwise, to enforce any provision hereof or for damages for any alleged breach of any provision hereof, or for a declaration of such party's rights or obligations hereunder, then, whether such matter is settled by negotiation, or by arbitration or judicial determination, the prevailing party shall be entitled to be reimbursed by the losing party for all costs and expenses incurred thereby, including, but not limited to, reasonable attorneys' fees for the services rendered to such prevailing party. |
g. | Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument. |
h. | Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof. |
i | Expenses. Except as specifically provided herein, the Seller and the Buyer shall each pay all costs and expenses incurred by it or on its behalf in connection with this Agreement and the transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants, and counsel. |
j. | Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without giving effect to the principles of choice of law thereof. |
k. | Arbitration. Any dispute arising under or in connection with any matter related to this Agreement or any related agreement shall be resolved exclusively by arbitration. The arbitration shall be in conformity with and subject to the applicable rules and procedures of the American Arbitration Association. All parties agree to be (1) subject to the jurisdiction and venue of the arbitration in the State of California, (2) bound by the decision of the arbitrator as the final decision with respect to the dispute and (3) subject to the jurisdiction of the Superior Court of the State of California for the purpose of confirmation and enforcement of any award. |
l. | Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date first indicated above. |
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf.
Gala Global Inc.
A Nevada Corporation
By: | /s/ Allison Hess | Date: | February 12, 2017 | |
Allison Hess, President | ||||
Cryo Health USA, LLC | ||||
A Delaware Limited Liability Corporation | ||||
By: | /s/ Bryan M. Dyer | Date: | 2/10/2017 | |
Bryan M. Dyer, Manager | ||||
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Exhibit 99.2
DEFINITIVE AGREEMENT
between
GALA GLOBAL, INC
and
TIMOTHY J. MADDEN
This Definitive Agreement (the "Agreement") sets forth certain agreements between GALA GLOBAL INC., a Nevada Corporation, with its address at 18881 Von Karman Ave., Ste. 1440 Irvine, CA 92612 (referred to as "GLAG") and TIMOTHY MADDEN, an Individual (''Executive''). GLAG and Executive may hereinafter be collectively referred to as the "Parties" in this Agreement.
PURPOSE:
The purpose of this Agreement is to confirm the contractual relationship between the Parties and the rights and obligations between GLAG and Executive for the purpose of the development of mergers and acquisitions, and establishing a newly to be formed and incorporated operating business under the name Controlled Environment Genomics Inc. (CEG Inc.)
RECITALS:
WHEREAS, The Company is focused on the development and commercialization of cannabis-derived product, mergers and acquisitions of companies, as well as synthetic genomics controlled environment agriculture;
WHEREAS, The Company is still in the process of developing other Companies, and a hemp fiber clothing line and a therapy line of nutraceutical CBD products;
WHEREAS, The Company desires assurance of the association and services of Executive in order to retain Executive's experience, skills, abilities, background and knowledge, and is willing to engage Executive's services on the terms and conditions set forth in this Agreement;
WHEREAS, Executive desires to engage the Company, and is willing to continue such on the terms and conditions set forth in this Agreement; The Executive has over fifteen years of cross-functional experience in the controlled environment agriculture industry, development, design, commercialization, operations, sales and marketing; Executive will own ONE HUNDRED PERCENT (100%) of Controlled Environment Genomics Inc. (CEG Inc.).
WHEREAS, The parties hereto desire to enter into an agreement whereby the Executive's services will be made available to the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, it is agreed as follows:
BASIC TRANSACTIONS
a) | GLAG will acquire 80% of to be incorporated CEG Inc.’s issued and outstanding common stock in exchange for shares of GLAG preferred Series B Stock with a THIRTY ONE PERCENT (31%) buy pack with a spin out in THREE years from the date of original contract. |
b) | SCOPE OF AGREEMENT: |
The Parties hereby engage to form a Subsidiary under the name of Controlled Environment Genomics Inc. (CEG Inc.) to which will seek and develop acquisitions for GLAG;
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c) | GLAG SHALL CONTRIBUTE THE FOLLOWING: |
i. | Under the terms of this Agreement, GLAG will appoint Executive as CEO of GLAG; |
ii. | Thereafter, GLAG will issue (1,500,000) ONE MILLION 144 restricted shares annually plus commissions; an additional (5,000,000) FIVE MILLION 144 restricted shares for CEG’s intellectual property (dealing with High volume botanical crop cloning, digital code transport, propagations and growth to harvest). |
iii. | If and when the I.P. (CEG) spins out into its own public entity, Executive shall receive FIFTY-ONE PRECENT (51%) and GLAG keeps FORTY NINE PERCENT (49%); |
d) | CEG SHALL CONTRIBUTE THE FOLLOWING: |
i. | Under the terms of this Agreement, GLAG will attain CEG’s Controlled Environment Genomics Digital Cloning Intellectual Property Rights. |
D. CONFIDENTIALITY
The Parties are interested in pursuing discussions concerning a possible joint venture. In this connection, each has requested that the other party disclose certain confidential and proprietary information of substantial value to the disclosing party. Each party acknowledges that any disclosure of such confidential and proprietary information to third
Parties will prejudice the ability of the disclosing party to conduct its business successfully. The confidential and proprietary information so disclosed may include, among other things, technical and functional characteristics of GLAG'S practices and technology, trade secrets, sales, customer and supplier information, and information as to the financial condition, results of operations, employees, business plans and prospects, strategies, and projections of the disclosing party. Accordingly, whether or not any actual Agreement is hereafter consummated, each party will (i) hold all confidential, proprietary information and trade secrets of the other party in confidence and not disclose such information to others, and (ii) not use such information commercially or for any purpose other than to conduct discussions with each other and/or provide goods or services to each other. The Parties agree to limit dissemination of and access to the information as to disclose only to personnel who have a need for such access. Each party understands that the other makes no representations or warranties as to the accuracy or completeness of any such information.
E. MISCELLANEOUS
a. Entire Agreement. This Agreement, and the other certificates, agreements, and other instruments to be executed and delivered by the parties in connection with the transactions contemplated hereby, constitute the sole understanding of the parties with respect to the subject matter hereof and supersede all prior oral or written agreements with respect to the subject matter hereof.
b. Parties Bound by Agreement; Successors and Assigns. The terms, conditions, and obligations of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
c. Amendments and Waivers. No modification, termination, extension, renewal or waiver of any provision of this Agreement shall be binding upon a party unless made in writing and signed by such party. A waiver on one occasion shall not be construed as a waiver of any right on any future occasion. No delay or omission by a party in exercising any of its rights hereunder shall operate as a waiver of such rights.
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d. Severability. If for any reason any term or provision of this Agreement is held to be invalid or unenforceable, all other valid terms and provisions hereof shall remain in full force and effect, and all of the terms and provisions of this Agreement shall be deemed to be severable in nature. If for any reason any term or provision containing a restriction set forth herein is held to cover an area or to be for a length of time which is unreasonable, or in any other way is construed to be too broad or to any extent invalid, such term or provision shall not be determined to be null, void and of no effect, but to the extent the same is or would be valid or enforceable under applicable law, any court of competent jurisdiction shall construe and interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under applicable law.
e. Attorney’s Fees. Should any party hereto retain counsel for the purpose of enforcing, or preventing the breach of, any provision hereof including, but not limited to, the institution of any action or proceeding, whether by arbitration, judicial or quasi-judicial action or otherwise, to enforce any provision hereof or for damages for any alleged breach of any provision hereof, or for a declaration of such party’s rights or obligations hereunder, then, whether such matter is settled by negotiation, or by arbitration or judicial determination, the prevailing party shall be entitled to be reimbursed by the losing party for all costs and expenses incurred thereby, including, but not limited to, reasonable attorneys’ fees for the services rendered to such prevailing party.
f. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.
g. Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.
h. Expenses. Except as specifically provided herein, the Seller and the Buyer shall each pay all costs and expenses incurred by it or on its behalf in connection with this Agreement and the transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants, and counsel.
i. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without giving effect to the principles of choice of law thereof.
j. Arbitration. Any dispute arising under or in connection with any matter related to this Agreement or any related agreement shall be resolved exclusively by arbitration. The arbitration shall be in conformity with and subject to the applicable rules and procedures of the American Arbitration Association. All parties agree to be (1) subject to the jurisdiction and venue of the arbitration in the State of California, (2) bound by the decision of the arbitrator as the final decision with respect to the dispute and (3) subject to the jurisdiction of the Superior Court of the State of California for the purpose of confirmation and enforcement of any award.
k. Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date first indicated above.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf.
Gala Global Inc.
A Nevada Corporation
By: | /s/ Allison Hess | Date: | 2-13-17 | |
Allison Hess, President | ||||
EXECUTIVE | ||||
An Individual | ||||
By: | /s/ Tim Madden | Date: | 2-14-17 | |
Timothy Madden | ||||
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