Item 1.01 Entry into a Material Definitive Agreement.
On May 27, 2021, FICAAR, Inc. (the "Company") and Boot Capital LLC ("Boot")
entered into Securities Purchase Agreement whereby Boot purchased a $250,000
convertible promissory note (the "Note") and a warrant for the right to purchase
an additional 250,000 shares of Company Common Stock, subject to adjustments for
anti-dilution.
The Note has a term of twelve months and matures on May 27, 2022 ("Maturity
Date"), unless earlier converted. The Note accrues interest at a rate of 10% per
annum, subject to increase to 22% per annum upon and during the occurrence of an
event of default. Interest is payable at the Maturity Date. In the event the
Company files a registration statement with the Securities and Exchange
Commission, the Maturity Date shall be the earlier of (i) May 27, 2022; or (ii)
the date on which the Company has raised at least $1,250,000 under the
registration statement.
The Note is convertible at any time after one hundred eighty (180) days, at the
holder's option, into shares of our common stock at a 30% discount to the lowest
daily VWAP during the 10-day period immediately preceding conversion. The
conversion price is also subject to adjustment due to certain events, including
stock dividends, stock splits and in connection with the issuance by the Company
of common stock or common stock equivalents at an effective price per share
lower than the conversion price then in effect.
Each Warrant is exercisable for a period of five years from the date of issuance
at an initial exercise price of $1 per share. The exercise price is also subject
to adjustment due to certain events, including stock dividends, stock splits and
recapitalizations.
Boot has contractually agreed to restrict its ability to exercise the Warrants
and convert the Note such that the number of shares of the Company common stock
held by Boot and its affiliates after such conversion or exercise does not
exceed 4.99% of the Company's then issued and outstanding shares of common
stock.
On June 8, 2021, the Company entered into a Letter of Intent with Hyedge, Inc.,
a Delaware corporation ("Hyedge") to acquire Hyedge as a wholly owned subsidiary
through a reverse triangular merger. The Company and Hyedge are currently
negotiating the terms of the acquisition and obtaining requisite consents from a
majority of Hyedge shareholders. It is anticipated, subject to shareholder
consent, that shareholders of Hyedge will receive 0.7 shares of Company Common
Stock for each share of Hyedge.
Item 5.01 Changes in Control of Registrant.
On May 27, 2021, David Cicalese, a majority shareholder of the Company
("Cicalese") entered into a Stock Purchase Agreement with Gail Levy ("Levy")
whereby Cicalese sold 29,900,000 shares of Company Common Stock (the "Shares")
to Levy for $50,000 consideration. The Shares contemplated in this transaction
equate to 67.8% of shares of Company Common Stock currently issued and
outstanding. As a result of this transaction, Levy has voting control of the
Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers
Effective May 27, 2021, the Company's Board of Directors appointed Gail Levy as
Chief Executive Officer of FICAAR, Inc. On June 1, 2021, in conjunction with the
aforementioned change in control, David Cicalese resigned as Secretary and
Chairman of the Board of Directors. On June 9, 2021, a majority of Company
shareholders elected Gail Levy as a member of the Board of Directors.
Gail Levy (66), Founder and CEO HFACTOR since 2014, is renowned for her
expertise in domestic and international product development, sales, and brand
marketing. Ms. Levy is a successful entrepreneur many times over who has
achieved much in a wide range of industries. Ms. Levy has had tremendous success
in traditional brick and mortar retail market with industry leaders such as Home
Depot, Lowes, Sears, and Kmart, among others. As one of the first Internet
pioneers, Ms. Levy created a design and fulfillment company of home décor,
gifts, and outdoor lifestyle products that became one of the most lucrative
resources for commercial giants such as 1-800 Flowers, FTD, Pro Flowers,
Hallmark, and Garden.com. Ms. Levy then transferred her start-up prowess to
designing fashion hard goods for celebrity notables like Martha Stewart, Katie
Brown, Jaclyn Smith, and Christopher Lowell in the tabletop, home and office
décor, and garden industries. Ms. Levy's work has been featured in numerous
trade publications, as well as on Oprah, CBS, and NBC.
Ms. Levy has also been a prominent voice in politics and the green movement,
founding the White House Millennium Green Committee, a national project of the
White House Millennium Council. In this role Ms. Levy brought together public
and private groups, including the Department of Agriculture, the Environmental
Protection Agency, the Department of Energy, the Department of Justice, the US
Forest Service, and countless corporations. In December 1999, after leading the
initiative shepherded by First Lady Hillary Clinton, Ms. Levy was honored at a
formal ceremony in Washington, D.C.
Item 9.01 Exhibits.
Exhibit No. Description
10.1 Boot Capital Securities Purchase Agreement dated May 27, 2021
10.2 Boot Capital Convertible Promissory note dated May 27, 2021
10.3 Boot Capital Warrant dated May 27, 2021
10.4 Cicalese/Levy Stock Purchase Agreement dated May 27, 2021
17.1 Resignation of David Cicalese dated June 1, 2021
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