News Column

CASTLE HOLDING CORP FILES (8-K) Disclosing Regulation FD Disclosure, Financial Statements and Exhibits

June 12, 2014



ITEM 8.01 OTHER EVENTS AND REGULATION FD DISCLOSURE

On June 6, 2014, George R. Hebert (chief executive officer of the Company) ("Hebert"), Michael T. Studer (chief financial officer of the Company) ("Studer"), and John V. Cappello, an unrelated third party ("Cappello") executed a Letter of Intent dated June 6, 2014 (the "LOI") (see Exhibit 99.2 attached)

Among other things, the LOI provides for (1) Cappello's purchase of a total of 20,000,000 shares of Castle Holding Corp. ("CHOD") common stock (representing approximately 54% of the presently outstanding common stock) from Hebert, Studer, and others for a total of $200,000 cash, (2) CHOD's issuance of 2,000,000 shares of CHOD common stock to Cappello in exchange for a portfolio of patents and patents pending with a royalty stream, (3) CHOD's issuance of 2,000,000 additional shares of CHOD common stock to Cappello in exchange for 2,000,000 shares of Emergent Health Corp. ("EMGE") common stock, and (4) CHOD's issuance of 3,000,000 additional shares of CHOD common stock to Cappello in exchange for $45,000 cash. The parties to the LOI have agreed to negotiate in good faith to reach a definitive Stock Purchase Agreement by October 1, 2014. If no definitive Stock Purchase Agreement is executed by October 1, 2014, the LOI shall expire or may be extended only by mutual agreement of the parties to the LOI.

2 --------------------------------------------------------------------------------



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of business acquired:

N/A

(b) Pro Forma financial information:

N/A

(c) Exhibits:

Letter of Intent dated June 6, 2014 (Exhibit 99.2) 3



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters