Item 1.01 Entry Into a Material Definitive Agreement.
On December 29, 2022, Findit, Inc. (the "Company" or "Findit") announced it had
entered into a definitive merger agreement (the "Merger Agreement") with
BioRegenx, Inc. ("BioRegenx"), a Nevada corporation.
Pursuant to the Definitive Agreement, BioRegenx shall be merged into Findit and
all of the issued and outstanding BioRegenx common and preferred shares shall be
exchanged for common and preferred shares of Findit. Findit shall issue common
and preferred shares in an amount equivalent to 90.0% of the voting securities
of Findit. Concurrently, holder(s) of Findit Series A and Series B preferred
shares shall retire their Series A and Series B preferred shares back into the
treasury. The Series A and Series B preferred shares to be retired represent a
voting control of 98.47% of Findit. The exchange value of Findit stock would be
the average closing price of Findit for the month of November 2022.
As soon as practical after the merger, both parties agree to the implementation
of up to a 1 for 25 reverse split of Findit's common and preferred stock to
improve Findit's ability to attract institutional investors and analysts as well
as to graduate to a senior exchange (OTCQB, NASDAQ).
The completion of the merger is subject to customary closing conditions for a
transaction of this nature, including securities law compliance, the approval of
BioRegenx shareholders and the approval of the Company's shareholders. The Board
of Directors of both companies have approved the merger.
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