Item 2.01 Completion of Acquisition or Disposition of Assets
On January 4, 2022, Friendable, Inc. (the "Company") completed its acquisition
of substantially all of the assets of Artist Republik, Inc. Artist Republik is a
subscription service specifically created for music artists to obtain music
distribution on certain digital platforms (such as Spotify and Apple Music) and
receipt of royalties from those platforms, together with providing a marketplace
to purchase beats, obtain enhanced audio production and purchase access to
playlists. Its decentralized platform allows independent music artists from
around the world to take control of their own careers through networking,
centralized resources, and AI-based management tools. Artist Republik has
attracted approximately 100,000 artists to its offerings and has operating
revenues from the sales of services.
At closing, Friendable issued 176,986,025 shares of Friendable common stock to
Artist Republik and certain creditors of Artist Republik (the "Seller"). At the
end of 12 months following the Closing, in the event the number of shares issued
to Seller at the Closing has been diluted below 25% of the total outstanding
common shares as of such date, Friendable shall issue to the Seller that
additional number of shares necessary so that the number of shares issued to
Seller is not less than 25% of the then-total issued and outstanding shares of
the Company. For a period of 12 months from the Closing Date, the holders of the
shares issued pursuant to the Acquisition Agreement shall be limited to selling
not more than 10% of the average daily trading volume, in the aggregate, on any
given trading day.
Friendable acquired all of Artist Republik's customer lists, customers, back end
processes, name, trademarks, internet domains and other things necessary to
carry on the business of Artist Republik. Friendable also entered into a
consulting agreement with Nick Cianfaglione, the president of Artist Republik.
The above description of the transaction is qualified in its entirety by
reference to the Asset Purchase Agreement attached as an Exhibit to the
Company's Current Report on Form 8-K filed December 23, 2021.
The financial statements required by this item will be filed by amendment to
this Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
Friendable issued 176,986,025 shares of Friendable common stock to Artist
Republik and certain creditors of Artist Republik, pursuant to the acquisition
of substantially all of the assets of Artist Republik, Inc., as set forth in
Item 2.01. The issuance of the common stock was made in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended.
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