Item 3.02 Unregistered Sales of Equity Securities.
On May 5, 2021, Alpine 4 Holdings, Inc., a Delaware corporation (the "Company"),
and its wholly owned subsidiary A4 Defense Services, Inc., a Delaware
corporation ("A4 Defense"), closed a previously announced stock purchase
transaction pursuant to a Stock Purchase Agreement (the "SPA") with Thermal
Dynamics International, Inc., a Florida corporation ("TDI"), Page Management
Co., Inc., a Florida corporation ("PMC"), and Stephen L. Page ("Page").
Pursuant to the SPA, upon closing, A4 Defense acquired 100 shares of TDI common
stock from PMC (the "TDI Shares"), which constitutes all of the authorized and
outstanding capital stock of TDI.
Pursuant to the SPA, the Purchase Price for the TDI Shares was comprised of cash
consideration of $6,354,000, which was paid to PMC, as well as 281,223 shares of
the Company's Class A Common Stock (the "Class A Shares"), which were equal to
$1,000,000 worth of Class A common stock, calculated using the Variable Weighted
Average Price of the Class A common stock on April 26, 2021, the date on which
the parties agreed to use as the valuation date.
Item 9.01Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Stock Purchase Agreement (previously filed)
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