UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Effective as of May 28, 2024, Cristophe Holdings Inc. a corporation controlled by an affiliate of Colin Conway and the 60% majority owner of Cristophe Beverly Hills LLC (“CBH”), settled a lawsuit brought against Mr. Conway and his affiliates by Cristophe Schatteman and his wife, the 40% minority owners of Cristophe Holdings, Inc. At the time of the settlement, the CBH subsidiary of Cristophe Holdings Inc. owned 4,667,000 shares of common stock of United Express Inc., a Nevada corporation whose shares are traded on the OTC market (“UNEX”).
As part of the settlement, pursuant to a share redemption agreement, Mr. Conway’s affiliate transferred 100% of its equity in Cristophe Holdings back, Inc. to Cristophe Holdings, Inc. for cancellation, in exchange for the receipt by a trust established for the benefit of Mr. Conway of 2,804,687 shares of common stock, or 60.1% of the 4,667,000 shares of UNEX owned by CBH. As part of the agreement, Mr. Conway issued a 7.5% three year note in the amount of $200,000 which would be deemed paid in the event and to the extent that Mr. Conway makes any payments on an SBA loan provided to CBH which he previously personally guaranteed or CBH receives proceeds from its investment in the remaining 1,862,313 UNEX shares retained by CBH. The form of the share redemption agreement is attached hereto as Exhibit 10.1. The foregoing is only a brief description of the material terms of the share redemption agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
An existing orderly market agreement and a shareholders agreement, both dated November 11, 2023, which CBH entered into with UNEX was amended by the parties and Cristophe Holdings, Inc. to accommodate the transfer of 2,804,687 of the UNEX shares under the settlement agreement to an affiliate of Colin Conway (the “Amendments”). The forms of Amendments are attached hereto as Exhibit 10.2 and Exhibit 10.3. The foregoing is only a brief description of the material terms of the Amendment and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
Pursuant to the settlement agreement, the lawsuit was dismissed against the defendants with prejudice.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of the Share Redemption Agreement dated May 28, 2024, by and between Cristophe Holdings Inc. and Sattvic Partner, LLC | |
10.2 |
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| 10.3 | Form of Amendment, dated as of May 29, 2024, to the Shareholders Agreement between Cristophe Beverly Hills, LLC, United Express, Inc. and Unity Global FZCO, dated April 14, 2023. | |
| 10.4 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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.
| UNITED EXPRESS INC. | |||
| Dated: June 6 2024 | By: | /s/ Andrei Stoukan | |
| Name: | Andrei Stoukan | ||
| Title: | Chief Executive Officer | ||