Blue Holdings Inc announced that it is in compliance with Marketplace Rule 4350.
On May 11, 2007, the Company entered into a letter of intent with Mr. William Adams which contemplated a co-branding agreement for the creation of a collection of premium denim and denim-related apparel under the name “I.Am Antik,” and a joint venture agreement pursuant to which the parties will design, develop, market, manufacture and distribute apparel products bearing the “I.Am” trademark.
The letter of intent also contemplated a consulting arrangement with Mr. Adams with respect to design, marketing and promotional services. As consideration for these services, the Company issued 175,000 shares of common stock to Mr. Adams, with an additional 81,250 shares of common stock to be issued on each one year anniversary for 4 years.
Additionally, Mr. Adams may receive additional shares of the Company's common stock upon achieving certain milestones based on net sales.
In accordance with NASDAQ's shareholder approval rules, each issuer is required to get shareholder approval prior to any compensation arrangement pursuant to which stock may be acquired by a consultant.
On June 12, 2007, the Company finalized a letter agreement with Mr. Adams restricting (a) the sale, disposition or transfer of the issued shares; (b) the voting power of the issued shares; and (c) the participation of the issued shares in any economic distribution by the Company unless anduntil shareholder approval is obtained.