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.
As previously disclosed, 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").
As previously disclosed, 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 "October 2022
Termination Date").
On October 24, 2022, Electric Built requested that the October 2022 Termination
Date be extended (the "Extension"), to accommodate Electric Built's need to
relocate its operations, among other reasons. The Company has accepted such
request and the SPA, as amended by the Amendment, is subject to the Extension,
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 (incorporated by reference to Exhibit
10.1 of the Company's Current Report on 8-K filed with the Securities
and Exchange Commission on September 16, 2022)
10.2 Amendment (incorporated by reference to Exhibit 10.2 of the
Company's Current Report on 8-K filed with the Securities and
Exchange Commission on September 16, 2022)
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