8-K

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

Date of Report (Date of earliest event reported): January 23, 2017

Galenfeha, Inc.
(Exact name of registrant as specified in its charter)

Nevada	333-188800	46-2283393
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)

420 Throckmorton Street, Suite 200	76102
Ft. Worth, Texas 76102	(Zip Code)
(Address of principal executive offices)

(800) 280-2404
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

[  ]  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 (17CFR 240.14d -2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e -4(c))

Item 1.01 Entry into a Material Definitive Agreement

On January 21, 2017 Galenfeha entered into a non-binding Letter of Intent to purchase Additive Manufacturing, LLC for a cash purchase of $14,000,000. Full details of the Letter of Intent can be found as Exhibit 99.1 attached to this form.

Item 1.02 Termination of a Material Definitive Agreement

On July 15, 2016 Galenfeha management entered into a Consulting Agreement with Asher Oil & Gas Exploration in Natchez, Mississippi; and Lane Murray, of Jackson, Mississippi. The terms of this agreement included a $50,000 non-refundable retainer, as well as 1,000,000 shares of Galenfeha, Inc. (GLFH) common stock, to be issued in four quarterly installments. As of December 31, 2016, the consultants had received the retainer and a total of 500,000 shares of Galenfeha, Inc. common stock, per the agreement.

On January 18, 2017 the company extinguished the remainder of this agreement with a one-time payment to the consultants of $40,000, which included the cancellation of any additional stock issuance, and the return of the 500,000 shares of Galenfeha common stock previously issued in Quarters 3 and 4 of 2016.

As of the date of this filing, this consulting agreement has been extinguished; the 500,000 shares of Galenfeha, Inc. common stock have been returned and cancelled; and no further stock will be issued pursuant to this agreement. Full details of the Termination of this consulting agreement can be found as Exhibit 99.2 attached to this form.

Item 2.01 Completion of Acquisition or Disposition of Assets

On August 23, 2016, Galenfeha management entered into an agreement with Kevin L. Wilson for a bridge loan of $350,000 collateralized with the company’s Daylight Pump inventory. On January 20, 2017, Galenfeha entered into an agreement to sell its entire Daylight Pump inventory to SouthVest BDC, LLC for a cash selling price of $400,000. A majority of the proceeds of this sale will be used to repay the note payable entered into with Kevin L. Wilson for $350,000 plus accrued interest. Full details of the disposition of these assets can be found as Exhibit 99.3 attached to this form.

Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers;

On January 20, 2017 an offer was extended to Mr. Ron Barranco for the position of Chief Technology Officer. Mr. Barranco accepted this position on January 20, 2017. Mr. Barranco’s acceptance letter can be found as Exhibit 99.4 attached to this form.

Exhibit Table:

Exhibit 99.1	Letter of Intent Additive Manufacturing, LLC
Exhibit 99.2	Termination Agreement Asher Oil & Gas
Exhibit 99.3	Daylight Pump Sale
Exhibit 99.4	Ron Barranco Employment Offer

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.

Date: January 23, 2017

GALENFEHA, INC.

/s/ James Ketner
James Ketner
President/CEO

EX-99.1

 

420 Throckmorton Street
Suite 200
Ft. Worth, Texas 76102
1-800-280-2404

January 21, 2017

Additive Manufacturing, LLC
Tory Sirkin - Owner
31877 Del Obispo St., #213
San Juan Capistrano, CA 92675
www.additivemanufacturingllc.com

Dear Mr. Sirkin:

This letter of intent outlines the material terms of Galenfeha, Inc.’s proposed acquisition of Additive Manufacturing, LLC, per our previous discussions. Upon your acceptance of this letter, we agree to negotiate a definitive agreement for completion of the acquisition. Except where otherwise noted, this letter and its terms are non-binding between Additive Manufacturing, LLC and Galenfeha, Inc., and are subject to the completion of the terms and conditions set forth below.

Basic Terms and Conditions – outline of material terms:

1. Galenfeha, Inc. will purchase all of Additive Manufacturing, LLC’s stock, subject to approval by the Additive Manufacturing, LLC shareholders, for a total cash consideration of $14,000,000. An initial payment of $7,000,000 will be due upon the execution of a definitive purchase agreement; the balance will be paid by Galenfeha, Inc. no later than three (3) years from the executed contract date. Both parties will strive for a closing date no later than 45 days from the date of this executed Letter of Intent.

2. The acquisition of Additive Manufacturing, LLC includes all tangible and intangible assets, equipment, contract rights, and intellectual property used in the business, and all future business resulting from previous and/or ongoing negotiations by Additive Manufacturing, LLC.

3. The definitive acquisition agreement will contain provisions, conditions, representations, and warranties ordinary and customary to transactions of the type and nature contemplated by this letter of intent.

4. Galenfeha, Inc., through the direction and decisions of its CTO, Mr. Ron Barranco, intends to maintain all current employees of Additive Manufacturing LLC. In addition, Tory Sirkin will serve as Vice President of Additive Manufacturing, LLC, for a minimum of one year. Salary and/or commission structure will be detailed in the final contract.

Binding Terms and Conditions – binding on the parties whether or not the acquisition is completed:

4. Galenfeha and Additive Manufacturing, LLC will each bear its own expenses associated with this letter, all due diligence, and consummation of the proposed acquisition contemplated herein, whether or not the proposed acquisition is actually completed.

5. The parties agree to negotiate in good faith a definitive acquisition agreement, contingent upon the completion of an audit by Galenfeha’s PCAOB auditors Malone Bailey. The audit of Additive Manufacturing, LLC, covering two (2) years of financials results, shall commence immediately upon acceptance of this letter. The purchase price outlined in the letter of intent is contingent on the findings of the Audit by Malone Bailey, and that the revenues and earnings for 2016 of approximately $7,000,000 and $2,000,000 are accurate.

6. Unless and until this letter of intent is terminated, Additive Manufacturing, LLC will not seek a purchaser for itself, any business, or current operations of Additive Manufacturing, LLC.

7. Pending the closing of the proposed acquisition, Galenfeha, Inc. and Additive Manufacturing, LLC shall each maintain its current business practices. Neither party shall enter into any extraordinary transaction without written approval from both parties.

8. Both parties will provide access to management, personnel, agents, accountants, attorneys, books, records, and facilities during normal business hours. Such access shall be limited to purposes of conducting due diligence, and shall not unduly interfere with normal business activities.

9. All information contained herein is confidential; separate Confidentiality and Non-Disclosure Agreements shall accompany this letter of intent.

10. This letter and its application and interpretation shall be subject to the laws of the states of California and Texas.

If the terms outlined above are acceptable, please sign and date this letter, together with the Confidentiality and Non-Disclosure Agreements, and return via e-mail.

Galenfeha, Inc.

/s/ James Ketner
James Ketner
President/CEO
Galenfeha, Inc.
800-280-2404

Additive Manufacturing, LLC

/s/ Tory Sirkin
Tory Sirkin
Controlling shareholder/Owner
Additive Manufacturing, LLC
949-218-3888

EX-99.2

 

420 Throckmorton Street, Suite 200
Ft. Worth, Texas 76102
800-280-2404

AGREEMENT TERMINATING AND EXTINGUISHING CONSULTING AGREEMENT
AND CONSULTING AND MARKETING AGREEMENT

This Agreement made and entered into on this the 18^th day of January, 2017, by and between Galenfeha, Inc., a Nevada corporation, having a principal place of business at 9204 Linwood Avenue, Suite 104, Shreveport, Louisiana 71106, and Asher Oil & Gas Exploration, LLC, a Mississippi limited liability company, Post Office Box 19195, Natchez, Mississippi 39122 and Lane Murray, Post Office Box 22948, Jackson, Mississippi 39225.

Whereas, on July 15, 2016, the parties entered into the following agreements: 1) a Consulting Agreement for a one (1) year term; and 2) a Consulting and Marketing Agreement for a three (3) year term; and

Whereas, the Parties have decided to terminate the aforesaid Agreements under the terms and conditions as set forth hereunder.

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.	Termination. The Parties hereby agree that as of the Termination Date, the aforesaid Agreements shall stand terminated and thereafter it shall have no future force or effect. Also, the Parties will not be liable for any ongoing obligations except otherwise set forth herein.
2.	Terms and Consideration for Termination. The Parties hereby agree to the cancellation and extinguishment of the aforesaid agreements as follows:
	(a)	That Asher Oil & Gas Exploration, LLC shall return to Galenfeha, Inc. the stock certificates for the two hundred fifty thousand (250,000) shares previously issued to Asher Oil & Gas, LLC;
	(b)	That Lane Murray shall return to Galenfeha, Inc. the stock certificates for the two hundred fifty thousand (250,000) shares previously issued to Lane Murray;
	(c)	Galenfeha, Inc. shall wire transfer unto the Clifford Law Firm, PLLC IOLTA Account at BankPlus in Jackson, Mississippi the sum of forty thousand dollars ($40,000.00) for Asher Oil & Gas Exploration, LLC and Lane Murray, and
	(d)	That all obligations of the Parties under the aforesaid agreements are hereby forever and irrevocably terminated and extinguished.
3.	Release. The Parties do hereby mutually remise, release and forever discharge each other and their respective administrators, executors, representatives, successors and assigns, from any and all actions, causes of action, suits, debts, accounts, covenants, disputes, agreements, promises, damages, judgments, executions, claims, and demands whatsoever in law or in equity that they ever had, now has, or that they or their administrators, executors, representatives, successors and assigns hereafter can or may have, by reason of any act, omission, matter, cause or thing whatsoever occurring at any time prior to the execution of this Termination Agreement, whether known or unknown, suspected or unsuspected, foreseen or unforeseen.
4.	Successors and Assigns. This Agreement is binding upon each Party, and shall inure to the benefit of each Party to this Agreement and their respective officers, directors, employees, agents, subsidiaries, parent corporations, affiliated companies, successors, assigns, agents, heirs, and personal representatives.
5.	Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto as to the termination of the aforesaid Agreements and it merges all prior discussions between them relating thereto. Any amendment or modification to this Agreement shall be effective only if in writing and signed by each party hereto.

6.	Severability. In the event that any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect without said provision. In such event, the Parties shall in good faith attempt to negotiate a substitute clause for any provision declared invalid or unenforceable, which substitute clause shall most nearly approximate the intent of the Parties in agreeing to such invalid provision, without itself being invalid.
7.	Counterparts. This Agreement may be executed in multiple counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which shall together constitute one and the same instrument.
8.	Entire Agreement. This Agreement shall constitute the entire consulting agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Agreement.

/s/ James Ketner
James Ketner
President/CEO
Galenfeha, Inc.

/s/ M. L. Vines
M. L. Vines
Manager
Asher Oil & Gas Exploration, LLC

/s/ Lane Murray
Lane Murray

EX-99.3

SOUTHVESTBDC,LLC

TERM SHEET

This Term Sheet presents general terms and conditions under which SouthVest BDC, LLC (SouthVest), a Texas LLC, is considering the purchase of certain oilfield equipment and related assets (the “Daylight Pumps”) from Galenfeha, Inc . of Ft. Worth, Texas (“Galenfeha”).

The subject Daylight Pumps were acquired by Galenfeha from an Arkansas company in March 2015. In December 2016 Galenfeha decided to dissolve its pump division and dispose of remaining Daylight Pumps inventory.

At December 31, 2016, Galenfeha, as part of its annual audit, prepared a detailed inventory of various assembled Daylight Pumps, and unassembled pump parts. This inventory is attached hereto as Exhibit A. In addition to this inventory, Galenfeha now owns all patent rights, plans and drawings pertinent to the various assembled pumps and pump components identified on Exhibit A.

After acquiring the Daylight Pumps assets in March 2015, Galenfeha subsequently refinanced the Daylight Pumps inventory via a funding from Kevin L. Wilson (“Wilson”), a Mississippi-based investor, and a note owing from Galenfeha to Wilson was executed. This note, now with a principal balance of $350,000, is due in full, plus accrued interest, in August 2017.

James Ketner, President and Chief Executive Officer of Galenfeha (“Ketner”), has received unanimous consent from the Board of Directors of Galenfeha to transact for Galenfeha the sale of the Daylight Pumps assets, at a price of $400,000.

At closing of this planned purchase of the Daylight Pumps assets, including patent rights, plans and drawings, by SouthVest, sufficient proceeds will be remitted by Galenfeha to Wilson in full payment of the $350,000 note plus accrued interest, leaving the Daylight Pumps free from any and all debt, liens and encumbrances. The balance of the consideration paid by SouthVest may be retained by Galenfeha.

At closing, title to all inventory set out in Exhibit A, plus patent rights, plans and drawings, will transfer without limitation to SouthVest. At that time, SouthVest will have 20 days to physically transfer the Daylight Pumps assets from the Galenfeha controlled warehouse in Shreveport, Louisiana, to a physical location under control of SouthVest. At the date of the planned physical transfer, SouthVest will recount the inventory as per Exhibit A, and any shortage will be immediately presented to Galenfeha, and Galenfeha will likewise immediately reimburse SouthVest for any shortage in accord with the pricing set forth on the schedule of pumps and parts.

At closing Galenfeha will ensure that collateral pledges and any liens against the Schedule A assets, patents, plans and drawings will be satisfied by Galenfeha, so that unemcumbered and clear title to those assets will transfer to SouthVest without limitation.

Upon execution of this Term Sheet by all parties hereto, the corporate attorney for SouthVest will prepare a binding purchase contract for this transaction. The closing shall occur on the date set forth in the purchase contract.

Any disputes under this Term Sheet or the binding purchase contract will be settled under laws of the State of Texas.

Executed January 20, 2017:

/s/ Arnold White
Arnold White
President/CEO
SouthVest BDC, LLC

/s/ James Ketner
James Ketner
President/CEO
Galenfeha, Inc.
800-280-2404

EX-99.4

 

420 Throckmorton Street
Suite 200
Ft. Worth, Texas 76102
1-800-280-2404

January 20, 2017

To: Ron Barranco
4955 Makena Road A-202
Kihei, Hawaii 96753

From: James Ketner, President/CEO
Galenfeha, Inc.

Re: Offer of Employment

Mr. Barranco,

On behalf of Galenfeha, Inc., I am pleased to extend to you the offer to serve as the company’s Chief Technology Officer. The appointment commences immediately upon your acceptance.

Accepted by:

/s/ Ron Barranco
Ron Barranco