Integrated Ventures Completes Acquisition

TL;DR

IVNT just closed a deal, filing shows financials and exhibits.

AI Summary

Integrated Ventures, Inc. announced on August 27, 2024, the completion of an acquisition. The company entered into a material definitive agreement related to this transaction, the details of which are filed as exhibits. The filing also includes financial statements relevant to the acquisition.

Why It Matters

This filing indicates a significant corporate event for Integrated Ventures, Inc., potentially impacting its business operations, financial performance, and future strategic direction.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry risks related to integration, financing, and market reception, which could impact the company's performance.

Key Players & Entities

• INTEGRATED VENTURES, INC. (company) — Registrant
• August 27, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 18385 Route 287, Tioga, PA 16946 (address) — Principal executive offices

FAQ

Key Financial Figures

• $350,000 — price for the Membership Interests was $350,000, consisting of $250,000 in cash (the "C
• $250,000 — p Interests was $350,000, consisting of $250,000 in cash (the "Cash Payment") and 97,087
• $100,000 — urchase Shares") with a market value of $100,000. The number of Purchased Shares was bas
• $1.03 — er of Purchased Shares was based on the $1.03 closing price of the Company's common s
• $182,000 — hy Lifestyle in the aggregate amount of $182,000 for working capital and (ii) an adverti
• $300,000 — credit line for Healthy Lifestyle up to $300,000 on commercially reasonable terms for ad
• $42,000 — principal to be issued as follows: (i) $42,000 on the effective date of the Note; (ii)
• $60,000 — on the effective date of the Note; (ii) $60,000 15 days after such effective date of th
• $80,000 — uch effective date of the Note and (iii)$80,000 45 days after such effective date of th
• $225 — n cost to acquire a customer ("CPA") of $225 (not including marketing admin fees/com
• $200,000 — ), Medwell shall lend Healthy Lifestyle $200,000 to be used exclusively for PPC, and if
• $225, M — 0,000 loan amount and achieves a CPA of $225, Medwell shall lend Healthy Lifestyle $300

Filing Documents

• intv_8k.htm (8-K) — 31KB
• intv_ex41.htm (EX-4.1) — 17KB
• intv_ex42.htm (EX-4.2) — 14KB
• intv_ex101.htm (EX-10.1) — 118KB
• 0001477932-24-005464.txt ( ) — 318KB
• intv-20240827.xsd (EX-101.SCH) — 6KB
• intv-20240827_lab.xml (EX-101.LAB) — 12KB
• intv-20240827_cal.xml (EX-101.CAL) — 1KB
• intv-20240827_pre.xml (EX-101.PRE) — 8KB
• intv-20240827_def.xml (EX-101.DEF) — 2KB
• intv_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Acquisition of Healthy Lifestyle On August 29, 2024, Integrated Ventures, Inc. (the "Company"), through MedWell Direct, LLC ("Medwell"), a Nevada limited liability company and a wholly-owned subsidiary of the Company, consummated its acquisition of 51% of the membership interests (the "Membership Interests") of Healthy Lifestyle USA LLC, a Florida limited liability company ("Healthy Lifestyle"), pursuant to execution and delivery of that certain membership interest purchase agreement, dated as of August 14, 2024 (the "Purchase Agreement"), between Medwell, Healthy Lifestyle, and the members (the "Selling Members") of Healthy Lifestyle. The purchase price for the Membership Interests was $350,000, consisting of $250,000 in cash (the "Cash Payment") and 97,087 shares of the Company's common stock (the "Purchase Shares") with a market value of $100,000. The number of Purchased Shares was based on the $1.03 closing price of the Company's common stock on the OTCQB marketplace on August 28, 2024, the date immediately preceding the closing date. The Selling Members are also entitled to a potential post-closing earn-out payment based on Healthy Lifestyle's financial performance. Pursuant to the Purchase Agreement, Medwell shall facilitate (i) an operating loan for Healthy Lifestyle in the aggregate amount of $182,000 for working capital and (ii) an advertising credit line for Healthy Lifestyle up to $300,000 on commercially reasonable terms for advertising expenses. Promissory Note Effective August 27, 2024, Healthy Lifestyle made a promissory note in favor of Medwell (the "Note") in the principal amount of $182,000, for working capital purposes, with such principal to be issued as follows: (i) $42,000 on the effective date of the Note; (ii) $60,000 15 days after such effective date of the Note and (iii)$80,000 45 days after such effective date of the Note. The Note shall not bear any interest, and the repayment

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. Acquisition of Healthy Lifestyle The information contained in Item 1.01 of this Current Report about the Company's acquisition of 51% of the membership interests of Healthy Lifestyle is incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Promissory Note issued by Medwell Direct LLC to Healthy Lifestyle USA LLC 4.2 Line of Credit Agreement between MedWell Direct, LLC and Healthy Lifestyle USA LLC 10.1 Membership Interest Purchase Agreement between MedWell Direct, LLC, Healthy Lifestyle USA LLC, and the Selling Members 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 3

SIGNATURES

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. Integrated Ventures, Inc. Dated: September 3, 2024 By: /s/ Steve Rubakh Name: Steve Rubakh Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR