Item 1.01 Entry into a Material Definitive Agreement
On August 26, 2014, CCA Industries, Inc. (the "Company") entered into an asset
purchase agreement ("Asset Purchase Agreement") with Mega-T, LLC ("LLC"), a
group formed by Casla Partners Capital Fund I, LP, for the sale of inventory,
trademarks and other intellectual property rights related to the Mega-T brand of
weight loss and dietary supplement products.
Under the Asset Purchase Agreement, the Company, on August 26, 2014 sold to LLC
all of the inventory, including packaging materials, finished goods, raw
materials and work-in-process, as well as the trademarks, domain names, goodwill
and going concern value of the Mega-T brand of weight loss and dietary
supplement products. Excluded from the sale were accounts receivable related to
the Mega-T brand, which are retained by the Company.
In consideration of the sale, LLC assumed liabilities for all deductions with
respect to returns of Mega-T brand inventory that were held by the retailers as
of or prior to the date of closing, other than those that were already deducted,
all deductions for Mega-T co-operative advertising events that occurred prior to
the closing date and were not already deducted by the retailers and all
deductions for contract markdown commitments related to the Mega-T brand that
were made prior to the closing date and were not already deducted by the
retailer. The amount of liabilities assumed by LLC is subject to a cap of
$2,250,000. In addition, LLC assumed liabilities for all outstanding purchase
orders for Mega-T brand inventory to the extent that LLC receives that inventory
from the vendor. LLC also assumed all of the liabilities and obligations with
respect to the MEGA-T business that arise after the closing relating to the
LLC's operation of the MEGA-T business.
The Company is responsible for paying vendors for any Mega-T inventory received
by the Company prior to the closing date.
The Asset Purchase Agreement contains limited representations, warranties and
covenants as well as standard indemnification provisions.
Other than the Asset Purchase Agreement, there is no material relationship
between the parties.
The above summary of the material terms of the Asset Purchase Agreement does not
purport to be complete and provides only a general description of the Asset
Purchase Agreement, and thus, should be read together with, and is qualified in
its entirety by reference to, the entire Asset Purchase Agreement, which has
been filed as Exhibit 2.1 hereto, and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
Descriptions of the Asset Purchase Agreement as set forth under Item 1.01 of
this Current Report on Form 8-K and are incorporated by reference into this
Item 8.01 Other Events
On August 28, 2014
, the Company issued a press release announcing the sale of
the Mega-T brand of weight loss products. A copy is attached hereto as Exhibit
Item 9.01 Financial Statements and Exhibits
The following exhibits are annexed hereto:
(b) Pro forma financial information
Exhibit No. Description
2.1 Asset Purchase Agreement, dated August 26, 2014
, between CCA
and Mega-T, LLC
. Schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. CCA Industries, Inc.
hereby undertakes to furnish supplementally
copies of any of the omitted schedules upon request by the U.S. Securities and
99.1 Press Release, issued August 28, 2014
99.2 The unaudited pro forma consolidated balance sheet of the Company as
of May 31,
and the unaudited pro forma consolidated statement of operations of the
Company for the six months ended May 31, 2014
and May 31, 2013
and for the years
ended November 30, 2013
, November 30, 2012
and November 30, 2011
, and the notes
related thereto, giving effect to the sale of Mega-T and the discontinuation of
the Gel-Perfect nail care brand are attached hereto as Exhibit 99.2.