ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Background to Acquisition of
As previously disclosed, on
On
Closing of the Acquisition of
On
On the Closing Date, pursuant to the SPA, the Company acquired all the
outstanding capital stock of
The company has allocated
The foregoing description of the SPA does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the SPA, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
The SPA has been included solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information, or to provide any other factual information, about parties to the agreement. The representations, warranties and covenants contained in the SPA are made only for purposes of the SPA and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the SPA, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the agreement. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the SPA, as applicable, which subsequent information may or may not be fully reflected in public disclosures.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the completion of acquisition of assets is incorporated by reference into this Item 2.01.
1
Item 3.02 Unregistered Sales of
The information set forth in Items 1.01 and 5.02 of this Current Report on Form 8-K that relates to the unregistered sales of equity securities is incorporated by reference into this Item 3.02.
On
The issuance of the shares is exempt from registration in reliance upon Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended.
Item 5.01 Changes in Control of Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the change of control of the registrant is incorporated by reference into this Item 3.02.
There are currently 50,000 shares of Series AA Preferred Stock held by
There are no arrangements known to the Company, the operation of which may, at a subsequent date, result in a change in control of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
There are restrictive terms protecting the Company by limiting
The foregoing description of the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Consulting Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
2 Item 8.01 Other Events
On
The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
To the extent the financial statements and additional information required pursuant to Item 9.01(a) of Form 8-K are determined to be required to be filed, they will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
(b) Pro forma financial information.
To the extent the pro forma financial information required pursuant to Item 9.01(b) of Form 8-K is determined to be required to be filed, it will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
(d) Exhibits Exhibit No. Description 2.1 Stock Purchase Agreement, datedJune 22, 2021 10.1 Consulting Agreement, datedAugust 18, 2021 99.1 Press Release, datedAugust 18, 2021 104 Cover Page Interactive Data File 3
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