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AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
of Report (Date of earliest event reported)
Name of Registrant as Specified in Charter)
or other jurisdiction
Walker Avenue, Suite 101
of Principal Executive Offices)
telephone number, including area code)
Fifth Avenue, New York, New York 10022
Name or Former Address, if Changed Since Last Report.)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
registered pursuant to Section 12(b) of the Act:
of each class:
of each exchange on which registered:
1.01 Entry into a Material Definitive Agreement
November 1, 2020, Kinetic Group Inc. (the “Company”) entered into a Notice of Termination and Release agreement with
Cantek Holdings (2020) Ltd., an Israeli company (“Cantek”) and the shareholders of Cantek (the “Cantek Shareholders”)
pursuant to which the Company Company released any and all claims against Cantek, the Cantek Shareholders and other parties (the
“Related Parties”) and the and the Company agreed to indemnify Cantek and the Cantek Shareholders against any and
all claims, losses, damages, fees, expenses that arise out of or are in any connected to its association with the Company, including,
but not limited to, the Exchange Agreement and Note (each as defined below) any indebtedness of the Company.
1.02 Termination of a Material Definitive Agreement
November 1, 2020, in accordance with the terms of the Exchange Agreement, dated March 24, 24, 2020, among the Company, Cantek
and the Cantek Shareholders (the “Exchange Agreement”), the Company and Cantek mutually agreed to immediately reverse
the transactions thereunder. Under the Exchange Agreement, the Company agreed to acquire 100% of the outstanding shares of Cantek
in exchange for the issuance of 26,349,800 shares of common stock of the Company to the Cantek Shareholders and the Company’s
commitment to issue 4,115,020 shares of preferred stock of the Company, each convertible into ten shares of Common Stock of the
Company to the Cantek Shareholders in the future (the “Exchange Agreement”) and reversed the transactions contemplated
thereby. As a result, the Company no longer has any ownership or other interest in Cantek and the Cantek Shareholders no longer
have any ownership interest in the Company.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Departure of Officers and Directors
immediately after the filing of this report, Shmuel Capuano resigned as a Director of the Company.
8.01 Other Events
previously disclosed in the current report on Form 8-K filed by the Company on March 24, 2020 (the “March 24 8-K”),
the Company (i) entered into a rescission agreement (the “Rescission Agreement”) with Corette, LLC (“Corette”)
pursuant to which the acquisition by the Company of Solstice Marketing Concepts LLC was rescinded and rendered void ab initio
and (ii) the $1,200,000 convertible note (the “Note”) issued by the Company to Shaidim Enterprises, LLC (“Shaidim”)
was assumed by Fairway, LLC, an affiliate of Corette.
to what the Company understood at the time of the March 24 8-K, Shaidim formally declared on July 20, 2020 that it did not, in
fact, consent to the assignment of the Note. Therefore, the Note remains a direct obligation of the Company. As a further result
of the lack of consent from Shaidim to assign the Note to Fairway, (i) the Company is in breach of its obligation under the Rescission
Agreement to obtain the written consent of Shaidim to such assignment and (ii) the Company
is breach of its representations and warranties to Cantek and the Cantek Shareholders under the Exchange Agreement.
9 – FINANCIAL STATEMENTS AND EXHIBITS
9.01 Financial Statements and Exhibits
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
November 2, 2020
Executive Officer and Sole Director
OF TERMINATION AND RELEASE AGREEMENT
NOTICE OF TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is dated as of November 1, 2020, by and between Kinetic
Group Inc., a Nevada corporation (“KNIT”) and Cantek Holdings (2020) Ltd., a company incorporated under the laws of
the State of lsrael (the “Company” and each of KNIT and the Company, a “Party” and together the “Parties”).
Capitalized terms used but not defined in this Notice shall have the respective meanings given to them in the Exchange Agreement
(as defined below).
On March 24, 2020 (the “Agreement Date”), KNIT, the Company and the shareholders of the Company as set forth on Exhibit
A attached thereto entered into an Exchange Agreement (the “Exchange Agreement”).
The Parties desire to reverse the Exchange Agreement in accordance with its terms and to be bound by the other provisions set
the undersigned hereto hereby agree as follows:
Reversal of Exchange Agreement. In accordance with Section l.06(a)(iv) of the Exchange Agreement, the undersigned Aitan
Zacharin (on behalf of KNIT) and the Company hereby agree that transactions contemplated by the Exchange Agreement be and hereby
are terminated and reversed and lose all force and effect effective as of the Agreement Date as if they did not occur.
Further Actions. Each of KNIT and the Company hereby agree to take any and all actions to effect the reversal of the transactions
as set forth in Section I above.
Release; Covenant Not to Sue.
KNIT, for and on behalf of itself and its Related Parties, does hereby unequivocally release and discharge, and hold harmless,
the Company and any of its former, current or future officers, directors, agents, advisors, representatives, managers, members,
partners, shareholders, employees, subsidiaries, financing sources, affiliates (including, without limitation, controlling persons),
officers, directors, members, managers and employees of affiliates, principals, and any heirs, executors, administrators, successors
or assigns of any said person or entity (the “Related Parties”), from any and all past, present, direct, indirect,
and derivative liabilities, actions, causes of action, cases, claims, suits, debts, dues, sums of money, attorney’s fees,
accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,
injuries, harms, damages, judgments, remedies, extents, executions, demands, liens and damages of every kind and nature, in law,
equity or otherwise, asserted or that could have been asserted, under federal or state statute, or common law, known or unknown,
suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, whether or not concealed or hidden, from the beginning
of time until the date of execution of this Agreement (collectively, “Actions”), that in any way arises from
or out of, are based upon, or are in connection with or relate to the Exchange Agreement and the other agreements and documents
contemplated hereby or thereby, (ii) any breach, non-performance, action or failure to act under the Exchange Agreement and (iii)
the transaction, including the events leading to the reversal of the transaction (collectively, the “Released Claims”);
provided, however, that the Company shall be released from any breach, non-performance, action or failure to act under this
It is understood and agreed that, except as provided in the proviso to Section 3(a), the preceding paragraph is a full and final
release covering all known as well as unknown or unanticipated debts, claims or damages of KNIT and its Related Parties relating
to or arising out of the Exchange Agreement. Therefore, KNIT expressly waives any rights it may have under any statute or common
law principle under which a general release does not extend to claims which KNIT does not know or suspect to exist in its favor
at the time of executing the release, which if known by KNIT must have affected such KNIT’s settlement with the other. In
connection with such waiver and relinquishment, KNIT acknowledges that it or its attorneys or agents may hereafter discover claims
or facts in addition to or different from those which they now know or believe to exist with respect to the Released Claims, but
that it is its intention hereby fully, finally and forever to settle and release all of the Released Claims. In furtherance of
this intention, the release herein given shall be and remain in effect as a full and complete release with regard to the Released
Claims notwithstanding the discovery or existence of any such additional or different claim or fact.
Except as provided in the proviso to Section 3(a), KNIT, on behalf of itself and its Related Parties, hereby covenants to each
other Party and their respective Related Parties not to, with respect to any Released Claim, directly or indirectly encourage
or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by such Party or its Related
Parties or any third party of a suit, arbitration, mediation, or claim (including a third party or derivative claim) against any
other Party and/or its Related Parties relating to any Released Claim. The covenants contained in this Section 3 shall survive
this Agreement indefinitely regardless of any statute of limitations.
Indemnification. KNIT shall indemnify, defend and hold harmless the Company and its Related Parties (the “Cantek
Indemnitees”), from and against any demand, claim, action, damage, or liability, including without limitation reasonable
attorney fees, expert and outside consulting fees, and related court expenses asserted against or imposed upon or incurred by
the Cantek Indemnitees, or any them, to the extent resulting from (i) a breach of any representation, warranty or covenant of
KNIT set forth in the Exchange Agreement or this Agreement and (ii) any liability of KNIT that was in existence prior to the Agreement
Representations of the Parties. Each of the undersigned, on behalf of itself and its Related Parties, represents and warrants
to the other Parties as follows:
This Agreement constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its
terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies.
The execution and delivery of this Agreement by such Party do not, and the performance by such Party of the transactions contemplated
by this Agreement do not: (D conflict with, or result in a violation or breach of, any provision of its charter or bylaws (or
equivalent organizational documents), (ill conflict with, or result in any violation or breach of, or constitute (with our without
notice of lapse of time, or both) a default under or require a consent or waiver under, any of the terms, conditions or provisions
of any contractual restriction binding on such Party or affecting such Party or any of their assets; or (ill) conflict with or
violate any order or judgment of any court or other agency of government applicable to such Party or any of its assets.
Representation of KNIT. KNIT represents and warrants that as of the effectiveness of this Agreement, it has accepted the
resignation of Aitan Zacharin as President and Shmuel Capuano as director.
Other terms. The terms of Section 6 of the Exchange Agreement shall apply to this Agreement.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.
HOLDINGS (2020) LTD
Walker Avenue, Suite 101
of all my positions with the Company
whom it may concern:
immediately, I hereby resign from all my positions in the Company, including director, president, chief executive officer and
any other role or position I have with the Company.