Item 1.01.Entry into a Material Definitive Agreement.
As previously disclosed, on April 8, 2022, Beyond Commerce, Inc. (the "Company")
entered into a letter of intent (the "Letter of Intent") with Electric Built
Inc., a provider of electric vehicle design and engineering services ("Electric
Built"), pursuant to which the Company will acquire the business of Electric
Built (the "Transaction"). The Transaction shall provide the Company with
exclusive access to Electric Built's commercial business know-how and business
connections and operations, with such structure to be negotiated by the parties.
Consummation of the Transaction shall be subject to the execution of a mutually
satisfactory definitive agreement by the Company and Electric Built (the
"Definitive Agreement"). Pursuant to the Letter of Intent, in exchange for
exclusivity in negotiating the transaction, the Company has issued $50,000 in
shares of restricted common stock of the Company, to be released at Closing of
the Definitive Agreement. Additionally, the Company has been given a right of
first refusal to purchase the assets, intellectual property and all other
assorted property of Electrogistics, Inc.
The Company and Electric Built entered into a Stock Purchase Agreement (the
"SPA") dated as of June 27, 2022, setting forth the definitive terms and
condition for the Transaction, whereby the Company would acquire, for a balance
of $950,000 in the form of shares of the Company's common stock, all equity of
Electric Built. Pursuant to the SPA, the SPA is subject to termination if due
diligence review and required conditions for closing have not been satisfied by
September 20, 2022 (the "Termination Date").
On September 14, 2022, the Company and Electric Built entered into a First
Amendment to the SPA (the "Amendment"), whereby the Termination Date was
extended until October 31, 2022.
The foregoing descriptions of each of the SPA and Amendment are qualified in
their entirety by reference to the full text of such agreements, the forms of
which are attached hereto as Exhibits 10.1 and 10.2, respectively, and is
incorporated herein by reference.
Item 9.01.Exhibits.
(d) Exhibits
Exhibit No. Exhibit
10.1 Stock Purchase Agreement
10.2 Amendment
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses