ITEM 1.01-ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 12, 2021, we entered into an Asset Purchase Agreement with Andrei
Seleznev, Nikolay Alekseev, and Ilia Alekseev (collectively, "Sellers") to
purchase the assets comprising the Wind Turbine Technology (as defined in the
agreement) in exchange for $100,000 in cash and shares of our common stock worth
$266,667 (based on the average of the closing price per share of our common
stock for the 30 trading days prior to the effective date of the agreement) to
be issued to each of the Sellers. The cash and common stock consideration will
be divided equally among the Sellers. Each Seller agreed to not offer, sell,
contract to sell, pledge, hypothecate, grant any option to purchase or make any
short sale of, or otherwise dispose of any these shares for the period
commencing on the closing date and terminating 18 months thereafter. These
securities were issued in reliance on the exemption from registration provided
in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions
not involving any public offering. Each Seller is an "accredited investor" as
defined in Rule 501(a) of Regulation D and confirmed the foregoing and
acknowledged, in writing, that the securities were acquired and will be held for
investment. No underwriter participated in the offer and sale of these
securities, and no commission or other remuneration was paid or given directly
or indirectly in connection therewith. In addition, we agreed to enter into
agreements to employ Sellers to further develop the wind turbine technology and
acquired assets. The closing of this transaction is currently scheduled for June
6, 2021.
ITEM 3.02-UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth in Item 1.01 is incorporated by reference in this Item
2.03.
ITEM 9.01-FINANCIAL STATEMENTS AND EXHIBITS
The following are filed as exhibits to this report:
Exhibit Title of Document Location
Number*
Item 10 Material Contracts
10.02 Asset Purchase Agreement by and among Zeuus, Attached
Inc., and Andrei Seleznev, Nikolay Alekseev,
and Ilia Alekseev dated May 12, 2021
*
All exhibits are numbered with the number preceding the decimal indicating the
applicable SEC reference number in Item 601 and the number following the decimal
indicating the sequence of the particular document. Omitted numbers in the
sequence refer to documents previously filed as an exhibit.
2
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