Item 1.01 Entry into a Material Definitive Agreement
The information required by this Item 1.01 is set forth in Item 2.01 below,
which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 2, 2020, CurAegis Technologies, Inc. (the "Company") completed of
the sale of its Aegis division assets, including its hydraulic testing
equipment, prototypes, and other fixed assets as well as intellectual property,
including patents, trademarks, and trade secrets relating to the Aegis division
business (the "Aegis Assets").
Poseidon Fluid Power, LLC ("Poseidon") acquired the Aegis Assets pursuant to an
Asset Purchase Agreement, between Poseidon and the Company, dated December 2,
2020 on an "as-is" basis (the "Agreement"). In addition, pursuant to the
Technology Transfer & Assignment Agreement , between Poseidon and the Company,
dated December 2, 2020 (the "TTAA"), for a ten year period from the date of the
TTAA (the "Retainage Period"), Poseidon will pay the Company (i) 5% of all
revenue received from the sale or lease of any products based upon or
incorporating the Aegis Assets, and (ii) 15% of all licensing and royalty
revenues associated with the Aegis Assets. In the event that Poseidon enters
into any transaction or series of transactions involving any sale, transfer,
assignment or other conveyance of all or any portion of the Aegis Assets (a
"Sale Transaction") within the Retainage Period, it will pay the Company net
proceeds from the Sale Transaction as follows: 40% within the first twelve
months of the TTAA, 20% within the three year period following the first
anniversary of the TTAA, and 10% for years thereafter through the Retainage
Period.
Item 7.01 Regulation FD Disclosure
On December 7, 2020, the Company issued a press release announcing that it had
completed the sale of the Aegis Assets. A copy of the press release is attached
to this current report as Exhibit 99.1 and is incorporated by reference herein.
The information contained in this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of 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 or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d)
2.1 Asset Purchase Agreement, between Poseidon Fluid Power, LLC and CurAegis
Technologies, Inc., dated December 3, 2020
2.2 Technology Transfer & Assignment Agreement, between Poseidon Fluid
Power, LLC and CurAegis Technologies, Inc.,, dated December 3, 2020
99.1 Press Release of CurAegis Technologies, Inc. dated December 7, 2020
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