Contract
MADEIRA BEACH, FL / ACCESSWIRE / June 27, 2016 / NaturalNano, Inc., (NNAN) announced that on June 23, 2016 (the "Effective Date"), it entered into a Stock Exchange Agreement (the "Exchange Agreement") with all of the shareholders of Omni Shrimp, Inc., a Florida corporation ("OMNI"), pursuant to which the shareholders exchanged with the Company all of the outstanding shares of stock of OMNI and OMNI thereupon became a wholly owned subsidiary of the Company. In consideration for the exchange of those OMNI shares, the Company issued 28,500 shares of a newly created Series E Preferred Stock of the Company (the "Series E Preferred Stock").
As a result of their ownership of the Series E Preferred Stock, the Omni shareholders acquired the right to vote 95% of the voting control of the Company. The Series E Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 95% of the outstanding common stock after the conversion. In addition, on the Effective Date, the holders of all of the Company's outstanding Series B and Series D Preferred Stock, including Xx. Xxxxxx as the holder of the Series D shares, surrendered those shares to the Company.
On June 15, 2016, two of the Company's directors, Xxxxx Xxx and Xxxx Xxxxxxxxxxx, resigned from those positions. Neither of the resignations was the result of any disagreement with the management of the Company.
On June 21, 2016, to fill one of the Board vacancies, Xxxx Xxxxx was elected as a director of the Company.
On the Effective Date, Xxxxx Xxxxxx resigned as an officer of the Company and Xxxx Xxxxx, the President of Omni became the President and Chief Executive Officer of the Company, and Xxxxxx Xxxxxxx, a Vice President of Omni became the Secretary and Chief Operating Officer of the Company. Xx. Xxxxxx will resign as a director of the Company, and Xx. Xxxxxxx will be appointed in his stead, effective as of ten (10) days after the delivery to the shareholders of the Company of an Information Statement pursuant to Rule 14f-1.
Additionally, on the Effective Date the Company entered into an Asset Purchase Agreement with Xxxxx Xxxxxx, the former President and CEO, pursuant to which Xx. Xxxxxx acquired all right, title and interest to the existing business activities of the Company prior to that date; specifically, those activities were (i) developing and commercializing material additives based on a technology utilizing halloysite nanotubes and (ii) reselling Ebola personal protective equipment and ancillary supplies, and assumed the related liabilities. In connection with that transaction, Xx. Xxxxxx waived all accumulated compensation due to him from the Company.
In connection with the Asset Purchase Agreement, the Company and Xx. Xxxxxx exchanged releases, and the Company issued to Xxxxxx a six year divisible Warrant with cashless exercise to purchase up to 2,000,000 shares of the Company's common stock at a purchase price of $0.05 per share.
In connection with the Exchange Agreement and the disposition of the company's existing business, the Company has relocated its principal offices to 00000 Xxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000.
Xxx Xxxxxx, outgoing CEO of NaturalNano stated, "We are very pleased to have acquired Omni Shrimp on behalf of our shareholders. We believe this new direction will be most beneficial for all stakeholders."
Xxxx Xxxxx, now CEO of NaturalNano commented, "We are thrilled that Omni Shrimp is now part of a public Company and look forward to our continued success and growth on behalf of the Company's shareholders as we build out our customer base and our territorial reach."
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ABOUT NATURALNANO, INC.
Until the acquisition of Omni, NaturalNano, Inc. located in Rochester, New York, was engaged in the development and commercialization of material additives based on proprietary nanomaterial technology utilizing Halloysite Nanotubes (HNTs). The company provides industry with additives designed to improve the processing characteristics and mechanical properties of engineering thermoplastics, and additives designed to optimize the release of active agents such as vitamins and fragrance in cosmetic products. As set forth above, NNAN has exited the foregoing line of business.
ABOUT OMNI SHRIMP
Omni Shrimp, located in Madeira Beach, Florida on the Gulf of Mexico, is a fast growing seller of wild American shrimp. It is a wholesaler of locally caught shrimp, predominantly the highly popular Key West pink variety, to large distributors in the US, who then resell the product to grocery store chains, restaurants and other retail stores in the Florida, Boston and New York markets.
FORWARD-LOOKING STATEMENTS
The statements made herein referencing the Exchange Agreement, the Asset Purchase Agreement and the Series E Convertible Preferred Stock are qualified in their entirety by reference to the text of said documents, and are expressly made subject to the more complete information set forth therein. The full text of the foregoing will be attached as Exhibits to a Current Report on Form 8-K anticipated to be filed with the Securities and Exchange Commission.
This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Natural Nano's expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "plan," "predict," "project," "forecast," "guidance," "goal," "objective," "prospects," "possible" or "potential," by future conditional verbs such as "assume," "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, are difficult to predict and are generally beyond the control of either company. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections
CONTACT:
Xxxx Xxxxx
NaturalNano, Inc.
V: 000 000 0000
F: 000 000 0000
XXXX@XXXXXXXXXX.XXX
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SOURCE: NaturalNano, Inc.
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