NUTRAFUELS, INC. (OTCMKTS:NTFU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On February 4, 2019, NutraFuels, Inc. a Florida corporation (“NTFU”), created a wholly owned subsidiary known as Phytochem Technologies, Inc. (“Phytochem”). Additionally, on February 4, 2019, Phytochem entered into an agreement (the “Agreement”) with Owen Morgan, an individual where by Mr. Morgan will provide certain know how and services to Phytochem for the commercializationofcertain technologies (the “Technology”) to separate and/or process the components of hemp to remove and/or modify, purify, dilute and extract bioactive ingredients and/or remove unwanted substances to produce finished products for a variety of applications.
Mr. Morgan is obligated to provide services to Phytochem for a period of one (1) year. In exchange for his services, Mr. Morgan received $65,520 USD upon execution of the Agreement and will be compensated $15,000 USD monthly. Mr. Morgan’s services include overseeing all aspects of the manufacturing which shall be done in the United Kingdom. Phytochem is obligated to pay up to $10,000 USD to manufacture a demo unit (“Demo Unit”) using the Technology and $400,000 plus enhancement costs, shipping and installation to manufacture two commercial units using the Technology.
Phytochem is obligated to pay Mr. Morgan 40% of net revenues derived from the commercialization of the Technology. In addition, Mr. Morgan shall receive shares of the Common Stock of NTFU upon certain milestones. Upon receipt of the Demo Unit and Commercial Unit, Mr. Morgan shall receive 500,000 and 1,500,000 shares, respectively. If the commercialization of the Technology results in revenues of $1,000,000, $5,000,000 and $10,000,000, Mr. Morgan shall receive 2,000,000 upon each milestone. If the commercialization of the Technology results in revenues of $25,000,000, $50,000,000, and $100,000,000, Mr. Morgan shall receive 4,000,000, 5,000,000 and 5,000,000 shares, respectively, upon each milestone.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.24 to this report and incorporated herein by reference.
Forward Looking Statements
This Form 8-K contains statements of a forward-looking nature concerning NutraFuels, Inc. and its wholly owned subsidiary, Phytochem Technologies, Inc. (collectively the “Company”). These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words or phrases such as “may,” “will,” “except,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “future” or other similar expressions. The Company has based these forward-looking statements largely on the Company’s current expectations and projections about future events and financial trends that the Company believes may affect the Company’s financial condition, results of operations, business strategy, and financial needs. There is no assurance that the Company’s current expectations and projections are accurate. All forward-looking statements in this press release are based on information available to the Company on the date hereof. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to differ materially from those implied by the forward-looking statements. More detailed information about these risk factors are set forth in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled “Risk Factors,” in the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission on April 17, 2018. The Company operates in a rapidly evolving environment. New risk factors emerge from time to time, and it is impossible for the Company’s management to predict all risk factors, nor can the Company assess the impact of all factors on Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. The Company does not undertake any obligation to update or revise the forward-looking statements except as required under applicable law.
Item 9.01 Financial Statements and Exhibits
NUTRAFUELS INC Exhibit
EX-10.24 2 ntfu_ex1024.htm DEVELOPMENT COMMERCIALIZATION AGREEMENT ntfu_ex1024.htmEXHIBIT 10.24 DEVELOPMENT COMMERCIALIZATION AGREEMENT This Agreement (“Agreement”) is made by and between PhytoChem Technologies,…
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About NUTRAFUELS, INC. (OTCMKTS:NTFU)
NutraFuels, Inc. manufactures and distributes oral spray nutritional and dietary products. The Company’s oral spray products are designed to provide more absorption than capsules or liquid formulas. Its products include NutraFuels sleep spray; NutraFuels Energy Spray; NutraFuels Garcinia Cambogia Spray; NutraFuels Headache and Pain Spray, and NutraFuels Hair, Skin and Nails Spray. Its NutraFuels Sleep Spray contains Melatonin, gamma-aminobutyric acid and Valerian Root. The Company’s Energize Spray contains B complex vitamins, B-12. The NutraFuels Energize Spray is designed to increase energy and restore vigor and vitality. Its Appetite and Weight management Spray contains Garcinia Cambogia. Its NutraFuels Garcinia Cambogia Spray is designed to suppress the appetite and boost metabolism. The NutraFuels Headache and Pain Spray contains turmacin, a natural anti-inflammatory. The NutraFuels Hair, Skin and Nails Spray is designed to nourish hair, skin and nail growth.