Item 1.01 Entry into a Material Definitive Agreement.
OnDecember 13, 2022 (the "Effective Date"), the Company andCore Business Holdings s.r.o., (CORE) entered into a Binding Letter of Intent and Deal Terms agreement, along with arTax Consult, s.r.o. (arTax), an entity who was appointed custodian of the software development IP with the instruction to transfer such software to a legal entity of all the software owners' choice and to distribute ownership as agreed at the time of the completion of version 0.1 of the various software platforms. The Company will acquire 100% of the share capital of CORE in a share swap transaction representing a valuation €18,000,000 for the net asset value of the IP included in the CORE business. Pursuant to the provisions in the Term Sheet, the Company will issue common stock for each share of CORE based on the closing price of the traded stocks of the Company with its ticker ARAT as ofDecember 12, 2022 and a valuation of CORE at €18,000,000. The common shares issued for the swap, shall have a trade lock-up period of 12 months from the date of issue. The Company shall commit to raising a minimum investment of €1,500,000 in working capital for continuing operations, with a maximum of €750,000 to be used for the extinguishment of certain bridge loan liabilities at the time of the closing. The Company shall recruit executives to manage the business and administrative activities ofCore Business Holdings . These individuals shall each enter into an employment agreement for executive-level roles with the subsidiary company for a term of not less than two years and receive reasonable compensation packages to include a competitive base salary. The Company and Core will prepare definitive agreements to be executed on or beforeFebruary 28 2023
The foregoing description of the Letter of Intent, and Deal Terms does not purport to be complete and are qualified in their entirety by reference to the full text of the Letter of Intent and Deal Terms, which are filed as Exhibits 99.1, , to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 99.1* BINDING LETTER OF INTENT AND DEAL TERMS
* Filed herewith
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