Item 1.01 Entry into a Material Definitive Agreement.
Agreement with Boustead Securities
On November 9, 2022, the Company executed an Agreement with Boustead Securities
for a Proposed Pre-IPO Financing, Initial Public Offering and Corporate
Transactions (the "Agreement"). The Agreement contemplates that Boustead
Securities could act as the underwriter of a future public offering of the
Company's securities based on certain terms and conditions described in the
Agreement. The Agreement describes, among other things, the success fees or
compensation that the Company will be obligated to pay to Boustead Securities in
the event that the Company engages in certain transactions described in the
Agreement such as a private placement offering, a public offering, merger,
acquisition, joint venture, license, etc., during the term of the Agreement or
during a tail period (12 months following termination of the Agreement)
thereafter. The Agreement terminates
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upon the later of: (a) eighteen months from the date of the Agreement; (b)
twelve months from the closing date of a public offering of the Company's
securities (if one is engaged in); or (c) the mutual agreement of the parties.
The Agreement does not contain any obligation on the part of the Company to
engage in any such transactions or for Boustead Securities to participate in any
such transactions with the Company. In the Agreement, the Company grants to
Boustead Securities an irrevocable right of first refusal for approximately two
years following the termination of the Agreement to act as the sole investment
banker, sole book-runner, sole financial advisor and/or sole placement agent, at
Boustead's sole discretion, for each transaction described in the Agreement.
A copy of the Agreement with Boustead Securities is attached to this Current
Report as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
10.1 Agreement with Boustead Securities dated November 9, 2022
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