Ludwig Enterprises Reports Definitive Agreement & Asset Deal

TL;DR

Ludwig Enterprises inked a big deal and closed an asset transaction on Dec 31st. 8-K filed.

AI Summary

Ludwig Enterprises, Inc. filed an 8-K on January 7, 2025, reporting on events that occurred on December 31, 2024. The filing indicates the company entered into a material definitive agreement and completed an acquisition or disposition of assets. Financial statements and exhibits related to these events are also included.

Why It Matters

This 8-K filing signals significant corporate activity for Ludwig Enterprises, Inc., potentially impacting its business structure, assets, and future financial performance.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and asset transactions, which can introduce significant business and financial risks depending on their nature and terms.

Key Players & Entities

• Ludwig Enterprises, Inc. (company) — Registrant
• January 6, 2025 (date) — Date of earliest event reported
• December 31, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 61-1133438 (identifier) — IRS Employer Identification Number
• 8950 SW 74th Ct Ste 2201-A149 Miami, FL 33156 (address) — Principal Executive Offices
• 786-363-0136 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $500,000 — ia SPA for 100% ownership of Exousia is $500,000, payable by Purchaser by delivery of (a
• $100,000 — ock (the "Purchaser Shares" ) and (b) a $100,000 principal amount promissory note (the "

Filing Documents

• ea0226928-8k_ludwig.htm (8-K) — 33KB
• ea022692801ex10-1_ludwig.htm (EX-10.1) — 85KB
• ea022692801ex10-2_ludwig.htm (EX-10.2) — 13KB
• ea022692801ex10-3_ludwig.htm (EX-10.3) — 25KB
• 0001213900-25-001275.txt ( ) — 354KB
• ludg-20241231.xsd (EX-101.SCH) — 3KB
• ludg-20241231_lab.xml (EX-101.LAB) — 33KB
• ludg-20241231_pre.xml (EX-101.PRE) — 22KB
• ea0226928-8k_ludwig_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On December 31, 2024, Ludwig Enterprises, Inc., a Nevada corporation (the "Company" ), entered into a Stock Purchase Agreement (the "Exousia SPA" ) with Marijuana, Inc., a publicly-traded Florida corporation (symbol: MAJI) ( "Purchaser" ), pursuant to which Purchaser would purchase 100% ownership of a subsidiary of the Company, Exousia Ai, Inc., a Wyoming corporation ( "Exousia" ). The purchase price under the Exousia SPA for 100% ownership of Exousia is $500,000, payable by Purchaser by delivery of (a) 47,000,000 shares of Purchaser common stock (the "Purchaser Shares" ) and (b) a $100,000 principal amount promissory note (the "Purchaser Note" ). The Purchaser Note bears interest at eight percent (8%) per annum, with principal and accrued interest due December 31, 2025. As further consideration for Purchaser's entering into the Exousia SPA, the Company would agree to a lock-up of the Purchaser Shares for the period from January 1, 2025, and expiring on the date that is six months immediately following the effective date of Purchaser's common stock's uplisting to any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), the NYSE American or any successor to such markets. In connection with the Exousia SPA, the Company and Purchaser entered into a Pledge Agreement (the "Pledge Agreement" ), to secure Purchaser's payment obligations under the Purchaser Note. Prior to the Company's entering into the Exousia SPA, the Company's Board of Directors, after significant consideration and meaningful discussions, including with investment bankers, determined it to be in the best interests of the Company and its shareholders to focus all available capital, financial and human, on the exploitation of the Company's Revealia TM test kit products. In light of such determination, the Board of Directors further determined that it to be prudent to divest of Exousia. The foregoing descriptions of the Exousia SPA,

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.01. On January 1, 2025, the closing under the Exousia SPA was completed.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Stock Purchase Agreement dated December 31, 2024, between the Company and Marijuana, Inc. 10.2* Promissory Note dated January 1, 2025, $100,000 principal amount, Marijuana, Inc., as maker, in favor of the Company. 10.3* Pledge Agreement dated January 1, 2025, between the Company and Marijuana, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) * Filed herewith. 1

SIGNATURES

SIGNATURES Pursuant 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. Date: January 6, 2025. LUDWIG ENTERPRISES, INC. By: /s/ Jose Antonio Reyes Jose Antonio Reyes Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR