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MDBX > SEC Filings for MDBX > Form 8-K on 10-Jun-2014All Recent SEC Filings

Show all filings for MEDBOX, INC.

Form 8-K for MEDBOX, INC.


10-Jun-2014

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


Item 1.01 Entry into a Material Definitive Agreement.

On June 5, 2014, Medbox, Inc. (the "Company") entered into and closed a purchase and sale agreement (the "Bio Tech PSA") with PVM International, Inc. ("PVMI"). Pursuant to the Bio Tech PSA, the Company sold to PVMI the Company's rights and claims attributable to or controlled by the Company as a result of the Company's transactions with Bio Tech Medical Software, Inc. (the "Bio Tech Rights and Claims"), in exchange for the return by PVMI to the Company of 30,000 shares of the Company's common stock. The amount of consideration paid by PVMI was determined based on the book value of the Bio Tech Rights and Claims and the closing price of the Company's common stock on June 5, 2014. The Company will have the right, under the Bio Tech PSA, to purchase from PVMI, the Bio Tech Rights and Claims, at any time, for the consideration provided by PVMI, plus the sum of any of PVMI's reasonable expenditures incurred in pursuit of the Bio Tech Rights and Claims.

On June 5, 2014, the Company entered into and closed a purchase and sale agreement (the "Medvend PSA") with PVMI. Pursuant to the Medvend PSA, the Company sold to PVMI the Company's rights and claims attributable to or controlled by the Company as a result of the Company's transactions with those three certain stockholders of Medvend, Inc. known as Kaplan, Tartaglia and Kovan (the "Medvend Rights and Claims"), in exchange for the return by PVMI to the Company of 30,000 shares of the Company's common stock. The amount of consideration paid by PVMI was determined based on the book value of the Medvend Rights and Claims and the closing price of the Company's common stock on June 5, 2014. The Company will have the right, under the Medvend PSA, to purchase from PVMI, at any time, the Medvend Rights and Claims, for the consideration provided by PVMI, plus the sum of any of PVMI's reasonable expenditures incurred in pursuit of the Medvend Rights and Claims.

PVMI is owned by Vincent Mehdizadeh, the Company's Senior Strategist, Founder, and largest stockholder.

The foregoing descriptions of the Bio Tech PSA and Medvend PSA do not purport to be complete and are qualified in their entirety by reference to the full text of the documents, which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.



Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.01.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number   Description

     10.1          Purchase and Sale Agreement (Bio Tech), dated June 5,
                 2014, between Medbox, Inc. and PVM International, Inc.

     10.2          Purchase and Sale Agreement (Medvend), dated June 5,
                 2014, between Medbox, Inc. and PVM International, Inc.


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