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WILD > SEC Filings for WILD > Form 8-K on 4-Mar-2013All Recent SEC Filings

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Form 8-K for WILD CRAZE, INC.


4-Mar-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposi


Item 1.01 Entry into a Material Definitive Agreement.

On February 25, 2013, (the "Closing Date") Wild Craze, Inc. (the "Company") consummated an asset purchase agreement (the "Crescent Moon Purchase Agreement") dated as of November 7, 2012 by and among Crescent Moon Holdings, LLC, a South Carolina limited liability company ("Crescent Moon") as seller, the Company, as parent, Wild Creations, Inc., a wholly-owned subsidiary of the Company ("Wild Creations"), as buyer, and certain unitholders of Crescent Moon (the "Crescent Moon Unitholders"), pursuant to which Wild Creations acquired certain assets of Crescent Moon. The consideration for the Crescent Moon Purchase Agreement includes the Company's issuance of an aggregate of 2,000,000 shares of its common stock to the Crescent Moon Unitholders (the "Crescent Moon Shares") and payment of $100,000 by Wild Creations, Inc. Each of the Crescent Moon Unitholders entered into a lock-up agreement with the Company, pursuant to which such Crescent Moon Unitholders are prohibited from selling, pledging, offering to sell or otherwise disposing of the Crescent Moon Shares prior to the second anniversary of the Closing Date.

Further, also on February 25, 2013, Wild Craze, Inc. (the "Company") consummated an asset purchase agreement (the "FlipOutz Purchase Agreement") dated as of November 7, 2012 by and among FlipOutz, LLC, a Delaware limited liability company ("FlipOutz") as seller, the Company, as parent, Wild Creations, as buyer, and certain unitholders of FlipOutz (the "FlipOutz Unitholders"), pursuant to which Wild Creations acquired certain assets of FlipOutz. The consideration for the FlipOutz Purchase Agreement includes the Company's issuance of an aggregate of 1,000,000 shares of its common stock to the FlipOutz Unitholders (the "FlipOutz Shares"). Each of the FlipOutz Unitholders entered into a lock-up agreement with the Company, pursuant to which such FlipOutz Unitholders are prohibited from selling, pledging, offering to sell or otherwise disposing of the FlipOutz Shares prior to the second anniversary of the Closing Date.

The descriptions of the Crescent Moon Purchase Agreement and the FlipOutz Purchase Agreement set forth above is qualified in its entirety by reference to the full text of each such agreement filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.



Item 2.01 Completion of Acquisition or Disposition of Assets.

Reference is made to the disclosure set forth under Item 1.01 of this report, which disclosure is incorporated herein by reference.



Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Item 1.01 of this report, which disclosure is incorporated herein by reference.

The Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to Section 4(2) of the Act. The transaction did not involve a public offering, no underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

This Current Report on Form 8-K will be supplemented by amendment to provide the required financial statements not later than 71 days after the date this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

This Current Report on Form 8-K will be supplemented by amendment to provide the required pro forma financial information not later than 71 days after the date that this Current Report on Form 8-K was required to be filed.

(d) Exhibits.

Exhibit No.   Description

   10.1       Crescent Moon Purchase Agreement, dated as of November 7, 2012 by and
              among Crescent Moon Holdings, LLC, Wild Craze, Inc., Wild Creations,
              Inc., and Rhett Power and Peter Gasca
   10.2       FlipOutz Purchase Agreement, dated as of November 7, 2012 by and among
              FlipOutz, LLC, Wild Craze, Inc., Wild Creations, Inc., and Emily
              Johnson, Robin Johnson, Rhett Power and Peter Gasca

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