Item 1.01 Entry into a Material Definitive Agreement.
DNA Holdings, LLC Asset Acquisition
Asset Purchase Agreement
On
Pursuant to the terms of the APA, at the closing of the Acquisition (the
"Closing"), in exchange for the Purchased Assets, which have an aggregate value
of approximately
Pursuant to the APA, the Upfront Shares were issued and delivered at the Closing Date, subject to the terms of the Lock-Up Agreement (as defined below). The Escrow Shares were delivered to the Escrow Agent at the closing of the Acquisition, and the Seller received a book-entry confirmation in its name evidencing the Escrow Shares.
In accordance with applicable Nasdaq listing rules, the Company plans to obtain
stockholder approval to issue the shares of Common Stock underlying the Series B
Preferred Stock so that it may issue shares of Common Stock to the Seller in
excess of 1,313,127 shares of Common Stock, the amount of shares equal to 4.99%
of the issued and outstanding Common Stock on the Closing Date ("Stockholder
Approval"). Within thirty (30) days, but not earlier than fifteen (15) business
days after Stockholder Approval is obtained, the Seller will prepare and deliver
to the Company a written determination, in the Seller's sole and absolute
discretion, of an amount equal to or less than
Item 1.02 Termination of a Material Definitive Agreement.
On
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Item 2.01 Completion of Acquisition or Disposition of Assets.
To the extent required, the information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
Item 3.02 Unregistered Sale of
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.
The issuance of the Acquisition Shares is intended to be exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), since the foregoing issuances will not involve a public offering, the recipient has confirmed that it is an "accredited investor", and the recipient will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. The securities will be subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
As described above, the issuance of the Acquisition Shares, to the extent issued in full, the maximum number of shares of Common Stock issuable pursuant to the APA (without taking into account any Post-Closing Adjustment) will total 7,008,382 shares of Common Stock (when including 5,695,255 shares of Common Stock issuable upon conversion of the Series B Preferred Stock in accordance with the Certificate of Designation).
Item 3.03 Material Modification to Rights of Security Holders.
Pursuant to the APA, the Company issued 118,651 shares of Series B Preferred Stock in connection with the Closing. A summary of the rights, preferences and privileges of the Series B Preferred Stock is set forth in Item 1.01 above, which is incorporated herein by reference. Each share of Series B Preferred Stock has the powers, designations, preferences, and other rights of the Series B Preferred Stock as are set forth in the Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 1.01 and Item 3.03 above relating to the
issuance of the Series B Preferred Stock and the Certificate of Designation is
incorporated herein by reference. The Certificate of Designation establishes the
powers, designations, preferences, and other rights of the Series B Preferred
Stock and became effective upon filing with the Secretary of State of the
Cautionary Statement Regarding Forward-Looking Statements
The information contained in this Current Report on Form 8-K contain
"forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The words "intend," "may," "should," "would,"
"expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or
"continue" or the negative of these terms or other comparable terminology are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. As noted above, the
issuance of the shares of Common Stock underlying the Series B Preferred Stock
is subject to the receipt of Stockholder Approval, and there is no assurance
that the Company will receive such approval. While the Company believes its
plans, intentions and expectations reflected in those forward-looking statements
are reasonable, these plans, intentions or expectations may not be achieved. The
Company's actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the forward-looking statements.
For information about the factors that could cause such differences, please
refer to the Company's filings with the
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Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description 2.1* Asset Purchase Agreement, datedFebruary 3, 2023 , by and betweenSRAX, Inc. andDNA Holdings, LLC . 3.1 Certificate of Designation of the Series B Non-Voting Convertible Preferred Stock. 10.1 Bill of Sale and Assignment and Assumption Agreement, datedFebruary 3, 2023 , by and betweenSRAX, Inc. andDNA Holdings, LLC . 10.2 Lock-Up Agreement, datedFebruary 3, 2023 , by and betweenSRAX, Inc. andDNA Holdings, LLC . 10.3 Amendment and Waiver Agreement, datedFebruary 2, 2023 , by and between: (i)SRAX, Inc. and the Signatories Thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* The schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K and the Company agrees to furnish supplementally to the
copy of any omitted schedules or exhibits upon request
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