UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report ~~(Date of earliest event reported)~~: ~~June 3~~August 23, 2022

FRONTERA GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-198524		46-4429598
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

701 Carson Street, Suite 200

Carson City, Nevada 89701

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (425) 402-1400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry ~~into~~Into a Material Definitive Agreement.

On ~~June~~April 327, 2022, Frontera Group, Inc. (the “Company”) entered into ana ~~Asset~~non-exclusive ~~Purchase~~marketing ~~Agreement~~consulting agreement (the “~~Purchase~~Marketing Agreement”), bywith ~~and~~Stephen ~~among~~Steen for a term of six (6) months from the date of execution. Mr. Steen will assist the Company ~~and~~in ~~Intellimiedia~~developing ~~Networks,~~and ~~Inc.,~~implementing a ~~Nevada~~strategic ~~corporation~~marketing ~~(the~~program ~~“Seller”),~~as ~~pursuant~~well toas ~~which~~help the Company ~~will~~to ~~purchase~~create ~~from~~a ~~the~~larger ~~Seller~~social ~~all~~media ofpresence. ~~the~~Mr. ~~Seller’s~~Steen ~~right,~~has ~~title~~provided ~~and~~consulting ~~interest~~services to the Company in ~~certain~~the ~~intellectual~~past ~~property~~for ~~rights~~which ~~(the~~he ~~“Purchased~~has ~~Assets”)~~not been compensated.

AsPursuant ~~consideration~~to ~~for~~ the ~~Purchased~~Marketing ~~Assets~~Agreement, ~~(a) at~~ the ~~closing~~Company ofwill ~~the~~issue ~~transactions~~to ~~contemplated~~Mr. bySteen, ~~the~~upon ~~Purchase~~his ~~Agreement~~demand, ~~(the “Closing”)~~1,200,000 ~~the~~shares ~~Company~~of ~~will (i) pay~~ the ~~Sellers~~Company’s ancommon ~~initial~~stock ~~cash payment of $75,000, and~~ (~~ii)~~ownership ~~issue~~never to ~~the~~exceed ~~Sellers~~4.9% ~~20,000,000 shares~~ of ~~common~~the ~~stock,~~Company). $0Mr.~~00001~~ ~~par~~Steen, ~~value~~or ~~per~~his ~~share (“Common Stock”)~~designee, ofand ~~the~~such ~~Company.~~

The Company will pay to Seller an additional four million nine-hundred twenty-five thousand dollars ($4,925,000) (the “Additional Consideration”) on the earlier of; (i) completion of a capital raise of by the Company of at least twelve million dollars ($12,000,000), or (ii) December 31, 202314512183. Except by written agreement and as otherwise written and agreed to, if the Additional Consideration is not paid to the Seller pursuant to the above, all of the Purchased Assets will automatically revert back to Seller. The Company will also issue 55,000,000 shares of its Common Stock to the Seller pursuant to an employment agreement.1

Inshares ~~the~~shall ~~Purchase~~have ~~Agreement,~~"piggy ~~the~~back" ~~Sellers~~registration ~~made~~rights ~~customary~~in ~~representations~~any ~~and~~future ~~warranties~~registration toby the Company ~~concerning, among other matters, its business, operations, organization, authorization, capitalization, properties, employees, assets, liabilities~~ and ~~financial~~will ~~condition~~be ~~and~~issued ~~their~~at ~~ownership~~a ~~interests~~par invalue ~~the~~of ~~Purchased Assets~~$0.00001 ~~The~~per ~~Company also made certain limited representations to the Sellers regarding, among other matters, its organization and authorization~~share.

~~The~~On ~~obligations~~August of17, 2022, the ~~parties~~Company toentered ~~consummate~~into a consulting agreement (the ~~transaction~~“Consulting isAgreement”) ~~subject~~with toLong ~~customary~~Side ~~closing~~Ventures, ~~conditions.~~LLC, In(“Longs ~~addition~~Side”) a Florida limited liability company, for a term of five (5) months from the ~~Purchase~~date ~~Agreement~~of ~~may~~execution. beLong ~~terminated~~Side ~~under~~will ~~certain~~provide ~~customary~~the Company: (i) strategic advice on capital markets strategies and ~~limited~~uplisting ~~circumstances~~to ata ~~any~~Nasdaq ~~time~~exchange, ~~prior~~(ii) ~~the~~debt ~~Closing~~restructuring guidance (iii) introductions to investment banks, ~~including~~underwriters, ~~among~~and ~~other~~market ~~reasons~~industry specialists, byand ~~written~~(iv) ~~notice~~introductions byto ~~either~~potential ~~the~~merger ~~Company~~and oracquisition ~~the Seller~~candidates.

IfPursuant to the ~~Purchase~~Consulting Agreement, isLong ~~terminated,~~Side ~~all~~shall ~~further~~receive ~~obligations~~a ofconsulting ~~the~~fee ~~parties~~equal ~~under~~to ~~the~~$30,000 ~~Purchase~~per ~~Agreement~~month, (~~except~~the ~~for~~“Consulting ~~certain~~Fee”). ~~obligations~~Long ~~related~~Side tomay ~~publicity~~elect, ~~confidentiality,~~at ~~fees~~its ~~and~~sole ~~expenses~~discretion, ~~termination~~to ~~and~~receive ~~general~~payment ~~provisions)~~of ~~will~~its ~~terminate~~Consulting Fee in shares of the Company’s common stock, ~~and~~if nothe ~~party~~Company has a then qualified offering pursuant to ~~the~~Regulation ~~Purchase~~A ~~Agreement~~(a ~~will~~“Qualified ~~have~~Regulation ~~any~~A ~~further~~Offering”) ~~liability~~and such shares are issued pursuant to ~~any~~such ~~other~~Qualified ~~party~~Regulation ~~thereto~~A Offering. ~~There~~The ~~are~~number noof ~~termination~~shares ~~fees~~issuable in ~~connection~~payment ~~with~~thereof shall be calculated by dividing the ~~termination~~offering price of the ~~Purchase~~Company’s ~~Agreement~~common stock as set forth in the Qualified Regulation A Offering by the Consulting Fee.

The ~~representations~~Consulting ~~and warranties and the covenants in the Purchase~~ Agreement ~~were~~can ~~made~~be ~~solely~~terminated ~~for~~by ~~the~~either ~~benefit~~party, ofat ~~the~~any ~~parties~~time, toupon ~~the~~30 ~~Purchase~~days’ ~~Agreement~~written ~~for the purpose of allocating contractual risk between those parties and do not establish such matters as facts~~notice.

~~The~~On ~~foregoing~~August ~~description~~17, of2022, pursuant to the Purchase Agreement ~~does~~(as ~~not~~defined ~~purport~~below), toby beand ~~complete~~between the Company and isIntellimedia ~~qualified~~Networks, inInc., ~~its~~(“IntelliMedia”), ~~entirety~~a byNevada ~~reference~~corporation, toas required for the ~~full~~Closing ~~text~~(as ofdefined in the Purchase Agreement) ~~which~~the isCompany ~~filed~~and asIntelliMedia ~~Exhibit~~entered ~~2.1~~into toeach ~~this~~of ~~Current~~a ~~Report~~patent onassignment ~~Form~~agreement ~~8-K~~(the “Patent Agreement”) and isa ~~incorporated~~trademark ~~herein~~assignment byagreement ~~reference~~(the “Trademark Agreement”).

~~Item~~Pursuant ~~3.02~~to ~~Unregistered~~each ~~Sale~~of the Patent Agreement and Trademark Agreement, IntelliMedia transferred and assigned all of ~~Equity~~its ~~Securities~~rights, title and interest in certain of its patents and trademarks to the Company.

The ~~disclosure~~foregoing ~~set~~descriptions ~~forth above in Item 1.01~~ of ~~this~~each ~~Current Report on Form 8-K with respect to the issuance~~ of the ~~shares~~Marketing isAgreement, ~~incorporated~~Consulting byAgreement, ~~reference~~Patent ~~herein.~~Agreement ~~The~~and ~~parties~~Trademark ~~agreed~~Agreement ~~that~~are ~~the~~not ~~shares~~complete ~~issued~~and ~~pursuant~~are toqualified ~~the~~in ~~Purchase~~their ~~Agreement~~entirety ~~shall~~by ~~not~~reference to ~~be registered under~~ the ~~Securities~~full ~~Act~~text of ~~1933,~~each asof ~~amended (~~the ~~“Securities Act”)~~agreements, ina ~~reliance~~copy onof ~~the~~which ~~exemption~~is ~~from~~attached ~~registration~~hereto ~~provided~~as byExhibit ~~Section 4(a)(~~10.1, 10.2), of10.3 ~~the Securities Act~~ and~~/or~~ ~~Regulation~~10.4 ~~D promulgated thereunder~~respectively.

Item 92.01. ~~Financial~~ ~~Statements~~Completion ~~and~~of ~~Exhibits~~Acquisition of Assets.

As previously disclosed, on June 9, 2022, the Company entered into an Asset Purchase Agreement (dthe “Purchase Agreement”), ~~Exhibits~~by and among the Company and Intellimedia.

~~Exhibit~~On NoAugust 17, 2022, the Company and Intellimedia closed on the purchase of the assets and the Company became the beneficial owner of certain intellectual property rights. ~~Description~~

~~2.1Purchase~~The forgoing description of the Purchase Agreement, ~~dated~~does ~~June~~not 3,purport ~~2022,~~to bybe complete and ~~among~~is qualified in its entirety by reference to the full text of the Purchase Agreement which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the ~~Seller~~“SEC”) on June 9, 2022 and is incorporated herein by reference.

~~104 Cover~~Item ~~Page~~5.02 ~~Interactive~~Departure ~~Data~~of ~~File~~Directors ~~(formatted~~or asCertain ~~Inline~~Officers; ~~XBRL)~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~SIGNATURE~~In connection with the Purchase Agreement and effective as of the Closing (as defined in the Purchase Agreement) Teodros Gessesse was appointed as the Chief Marketing Officer of the Company.

~~Pursuant~~Prior to joining the ~~requirements~~Company, ofMr. Gessesse, age 59 was the ~~Securities~~Chief ~~Exchange~~Executive ~~Act~~Officer offor ~~1934~~IntelliMedia Networks, ~~the~~Inc., ~~registrant~~from ~~has~~January ~~caused~~2013 until August 2022. While in this ~~report~~position, he was responsible for managing IntelliMedia’s overall business strategy and development. Prior to behis ~~signed~~tenure onat ~~its~~IntelliMedia, ~~behalf~~Mr. byGessesse spent over a decade at VBrick, where he served as product manager. Past professional experiences include product management for cloud-based and communication products at Videoshare, Sybase, and the ~~undersigned~~MultiMedia ~~hereunto~~Partnership. ~~duly~~Mr. ~~authorized~~Gessesse graduated in 1985 from the University of Alberta, where he majored in Economics with a minor in Computer Science.

	Biolife Solutions, Inc.
Date: June 9, 2022	By:	/s/ Andrew De Luna
		Name: Andrew De Luna Title: Interim Chief Executive Officer

14512183.1

The Company entered into an employment agreement with Mr. Gessesse dated July 22, 2022 (the “Gessesse Employment Agreement”) for an initial term of three (3) years (the “Initial Term”), commencing on the date of execution of the agreement which will automatically renew thereafter for successive terms of one (1) year each (each, a “Renewal Term”), unless one of the parties gives written notice of termination to the other party at least sixty (60) days prior to the last day of the Initial Term or the then-current Renewal Term, as applicable.

Mr. Gessesse’s initial annual base salary will be $150,000. Mr. Gessesse will be eligible to receive a quarterly bonus as determined by, and within the sole discretion of, the Company’s board of directors (the “Board”) and was granted 23,500,000 shares of the Company’s common stock valued at $0.25 per share.

With respect to 2022 and subsequent calendar years, Mr. Gessesse will be eligible to receive additional equity incentive award grants of the types, in the amounts and on a basis commensurate with the equity incentive awards granted to similarly-situated executive officers of the Company, as determined from time to time by the Company’s Board. Mr. Gessesse will be eligible to participate in the employee benefits plans generally available to other senior executive officers of the Company.

If Mr. Gessesse’s employment ceases due to a termination by the Company other than for cause or his resignation with good reason (as such terms are defined in the Gessesse Employment Agreement), then, subject to his timely execution and non-revocation of a release of claims, he will receive: (i) payment of any otherwise earned but unpaid compensation and benefits through the date of termination; (ii) a lump sum cash payment equal to 12 months of his annual base salary, plus all annual bonuses for the period from the date of termination through the end of the initial term or the then-current renewal term, as applicable; (iii) COBRA premiums until the earliest to occur of the expiration of twelve (12) months following the date of termination, the date he becomes eligible for participation in health and dental plans of another employer, or the date he ceases to be eligible for participation under the Company’s health and dental plans under COBRA; and (iv) accelerated vesting of all the outstanding and otherwise unvested equity awards.

No family relationship exists between Mr. Gessesse and any of the Company’s directors or executive officers. There are no arrangements or understandings between Mr. Gessesse and any other person pursuant to which Mr. Gessesse was selected as an officer of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Gessesse had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

Also In connection with the Purchase Agreement and effective as of the Closing Darshan Sedani was appointed as the Chief Visionary Officer of the Company.

Mr. Sedani, age 48, joins the Company with over 24 years of experience as a technology leader and innovator in media-tech, education-tech, and SaaS platforms. Prior to joining the Company, Mr. Sedani was the President of IntelliMedia Networks, Inc., from January 2011 until August 2022. While in this position, he was responsible for leading the company's ideation, planning and implementation of new and long-term business strategies. Prior to his tenure at IntelliMedia, Mr. Sedani worked at MonetizeMedia and Koyo Graphics International as vice president and director of information technology, respectively. As an ex-NASA researcher, Mr. Sedani has been credited by NASA for developing the world's first media streaming protocol. His project portfolio includes impressive clientele such as, NASA, Bandai Inc., Citizen, Pioneer, Vodafone, Disney, VBrick, FIFA, the Olympics, and ICC Cricket World Cup. Further, Mr. Sedani has been recognized as an industry and tech leader by MicroAge, Economic times, Asian Age and other publications. He is the recipient of India's prestigious civilian awards like Vivekanada Youth Entrepreneur of the Year and Gujarat-Ratna. Mr. Sedani is an alumni of Pune University and earned a Bachelor’s degree in Computer Engineering and a minor in Computer Networking.

The Company entered into an employment agreement with Mr. Sedani dated July 22, 2022 (the “Sedani Employment Agreement”) for an initial term of three (3) years (the “Initial Term”), commencing on the date of execution of the agreement which shall automatically renew thereafter for successive terms of one (1) year each (each, a “Renewal Term”), unless one of the parties hereto gives written notice of termination to the other party at least sixty (60) days prior to the last day of the Initial Term or the then-current Renewal Term, as applicable.

14512183.1

Mr. Sedani’s initial annual base salary will be $150,000. Mr. Sedani will be eligible to receive a quarterly bonus as determined by, and within the sole discretion of, the Board and was granted 31,500,000 shares of the Company’s common stock valued at $0.25 per share.

With respect to 2022 and subsequent calendar years, Mr. Sedani will be eligible to receive additional equity incentive award grants of the types, in the amounts and on a basis commensurate with the equity incentive awards granted to similarly-situated executive officers of the Company, as determined from time to time by the Company’s Board. Mr. Sedani will be eligible to participate in the employee benefits plans generally available to other senior executive officers of the Company.

If Mr. Sedani’s employment ceases due to a termination by the Company other than for cause or his resignation with good reason (as such terms are defined in the Sedani Employment Agreement), then, subject to his timely execution and non-revocation of a release of claims, he will receive: (i) payment of any otherwise earned but unpaid compensation and benefits through the date of termination; (ii) a lump sum cash payment equal to 12 months of his annual base salary plus all annual bonuses for the period from the date of termination through the end of the initial term or the then-current renewal term, as applicable; (iii) COBRA premiums until the earliest to occur of the expiration of twelve (12) months following the date of termination, the date the executive becomes eligible for participation in health and dental plans of another employer, or the date the executive ceases to be eligible for participation under the Company’s health and dental plans under COBRA; and (iv) accelerated vesting of all the outstanding and otherwise unvested equity awards.

No family relationship exists between Mr. Sedani and any of the Company’s directors or executive officers. There are no arrangements or understandings between Mr. Sedani and any other person pursuant to which Mr. Sedani was selected as an officer of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Sedani had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

The foregoing description of each of the Gessesse Employment Agreement and Sedani Employment Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of each of the employment agreements, a copy of which is filed as Exhibit 10.5 and 10.6 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No. Description

10.1Marketing Consulting Agreement, dated April 27, 2022, by and among the Company and Stephen Steen.

10.2Consulting Agreement dated August 2, 2022, by and among the Company and Long Side Ventures, LLC.

10.3Patent Agreement dated August 17, 2022, by and among the Company and IntelliMedia Networks, Inc.

10.4Trademark Agreement dated August 17, 2022, by and among the Company and IntelliMedia Networks, Inc.

10.5Sedani Employment Agreement dated June 22, 2022 by and among the Company and Darshan Sedani.

10.6Gessesse Employment Agreement dated June 22, 2022 by and among the Company and Teodros Gessesse.

104 Cover Page Interactive Data File (formatted as Inline XBRL).

14512183.1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Frontera Group, Inc.

Date: August 23, 2022	By:	/s/ Andrew De Luna
		Name: Andrew De Luna Title: Interim Chief Executive Officer

14512183.1

Filing Compare · FRONTERA GROUP INC.