Item 1.01. Entry into a Material Definitive Agreement.
On October 5, 2022, Descrypto Holdings, Inc. (the "Company") entered into
certain Subscription Agreements (each, a "Series A Subscription Agreement" and
collectively, the "Series A Subscription Agreements"), dated as of October 5,
2022 by and between the Company and each of the following purchasers: Brian
Klatsky, American Capital Ventures Inc. ("ACV"), and Leone Group LLC ("Leone")
(collectively, the "Series A Purchasers"). Pursuant to the terms of the Series A
Subscription Agreements, the Company agreed to issue shares of the Company's
Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred
Shares") to the Series A Purchasers.
Mr. Klatsky is a member of the Company's Board of Directors, a significant
stockholder of the Company and President of OpenLocker, Inc., a wholly owned
operating subsidiary of the Company. Howard Gostfrand, Chief Executive Officer,
Principal Financial Officer and director of the Company, is President and
founder of ACV. Laura Anthony, President and Chairperson of the Company's Board
of Directors, is managing member of Leone.
The Series A Subscription Agreements contain customary representations and
warranties of the parties and indemnification provisions under which the Series
A Purchasers have agreed to indemnify the Company against certain liabilities
due to or arising out of a breach of any representation or warranty of a Series
A Purchaser contained in the Series A Subscription Agreement.
The information set forth above is qualified in its entirety by reference to the
actual terms of the Series A Subscription Agreements, a form of which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 3.02 by reference.
Pursuant to the Series A Subscription Agreements, the Company issued an
aggregate of 9,000 Series A Preferred Shares to the Series A Purchasers. Of this
amount, the Company (i) issued 3,000 Series A Preferred Shares to ACV at a
purchase price of $0.66666666 per share, for a total purchase price of $2,000,
(ii) issued 3,000 Series A Preferred Shares to Leone at a purchase price of
$0.66666666 per share, for a total purchase price of $2,000, and (iii) issued
3,000 Series A Preferred Shares to Brian Klatsky at a purchase price of
$0.66666666 per share, for a total purchase price of $2,000. After giving effect
to these issuances, the Company has 44,520 Series A Preferred Shares
outstanding.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
The following exhibit is filed with this Current Report on Form 8-K:
Exhibit No. Description
10.1 Form of Subscription Agreement (Series A Preferred Stock) dated as of
October 5, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
© Edgar Online, source Glimpses