Item 1.01 Entry into a Material Definitive Agreement
On January 8, 2021, Maptelligent, Inc., a Nevada corporation (the "Company")
entered into a Mutual Agreement and General Release of All Claims (the
"Agreement") with United Rail, a Nevada corporation ("United Rail"), Michael
Barron, Allegheny Nevada Holdings Corp., a Nevada corporation ("Allegheny"),
Dianne David, Wanda Witoslawski and Barron Partners, a Nevada corporation
("Barron Partners," and together with United Rail, Barron, Allegheny, David and
Witoslawski, the "Releasors"). On April 13, 2020, the Company, under its former
name, as Vegas Xpress, Inc., entered into an Asset Purchase Agreement with
GEOcommand, Inc. ("GEOcommand") to acquire certain assets of GEOcommand (the
"APA"). The APA included the certain existing debt of GEOcommand owed to each of
the Releasors. Under the Agreement, United Rail and Barron agreed to assume the
Company debt owed to certain vendors in the amount of $60,755.25, as listed on
Schedule A of the Agreement (the "Vendor Debt"). Additionally, the Company
agrees to pay an amount equal to $182,149 (the "Settlement Payment") to settle
certain notes payable in an amount equal to $531,772 owed certain of the
Releasors (the "Releasing Debt"). Half of the Settlement Payment, amount equal
to $91,074.50, less a $6,221 past due payment that Barron Partners owes the
Company, will be paid in the form of cash (the "Cash Payment"). A quarter of the
Cash Payment will be paid on the closing date of the Agreement (the "Closing
Date"), with the remaining $68,305.87 of the Cash Payment to be paid 120 days
following the Closing Date. The second half of the Settlement Agreement will be
in the form of the Company's common stock, par value $0.00001 (the "Common
Stock"), at a price of $0.80 per share of Common Stock. The Settlement Payment
is in exchange for the Releasor's release of the Company and settlement of the
Releasing Debt pursuant to the terms of the Agreement. In addition, pursuant to
the Agreement, the Company agreed to pay $604,066.94 to settle Accrued Salary
Expense due to the Releasors in the amount of $959,516.94 in the form of Common
Stock. The Agreement contains standard covenants and terms found in similar
agreements.
The foregoing description of the Agreement, does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement,
which is filed as Exhibit 1012 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement by a Registrant.
The information set forth in Item 1.01 above is incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
The applicable information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference in this Item 3.02. The issuance of the
securities set forth herein was made in reliance on the exemption provided by
Section 4(a)(2) of the Securities Act for the offer and sale of securities not
involving a public offering. The Company's reliance upon Section 4(a)(2) of the
Securities Act in issuing the securities was based upon the following factors:
(a) the issuance of the securities was an isolated private transaction by us
which did not involve a public offering; (b) there was only one recipient; (c)
there were no subsequent or contemporaneous public offerings of the securities
by the Company; (d) the securities were not broken down into smaller
denominations; (e) the negotiations for the issuance of the securities took
place directly between the individual and the Company; and (f) the recipient of
the securities is an accredited investor.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
10.1* Mutual Agreement and General Release of All Claims, dated January
8, 2021, by and between Maptelligent, Inc., United Rail, Michael
Barron, Allegheny Nevada Holdings Corp., Dianne David, Wanda
Witoslawski and Barron Partners
* Filed herewith
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