Item 1.01 Entry into Material Definitive Agreement
Asset Purchase Agreement
On
The APA contains customary representations and warranties of the parties. The
completion of the transaction under the APA is subject to a number of customary
closing conditions, and is conditioned on the Company's receipt of at least
The foregoing description of the APA does not purport to be complete and is qualified in its entirety by the full text of the APA, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 1.01.
Employment Agreement
OnDecember 16, 2022 , bowmo, Inc. (the "Company") entered into an Employment Agreement (the "Employment Agreement") withMichael R. Neece ("Neece") under which Company shall employ Neece for four (4) years as an employee. This Agreement will automatically renew without notice unless one or more of the following events occurs: termination of the Employment Agreement by consent of both parties, unilateral election by either party to terminate the Employment Agreement, or termination of Neece for Cause by the Company. The Employment Agreement contains customary representations and warranties of the parties. Under the Employment Agreement, 1,000,000,000 Shares of the Company's Common Stock were issued in consideration of Neece's employment with bowmo, Inc. and shall vest over a four (4) year period, during which 250,000,000 shares will vest on the first-year anniversary of Neece's employment, followed by vesting in increments of 62,500,000 shares per quarter (3-month period) thereafter until the full amount is vested and all of which shall be contingent upon Neece's continual employment with bowmo, Inc. through the end of the same period. Neece will be employed as the Chief Product Officer of the Company and shall be paid an amount not less than$150,000 per year, provided that the Company first secures at least$2,000,000.00 of investment capital.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference to this Item 1.01.
Item 5.05 Amendment or Change to Code of Ethics.
On
The foregoing description of the Code of Ethics and Insider Trading Policy does not purport to be complete and is qualified in its entirety by the full text of the Code of Ethics and Insider Trading Policy, copies of which are attached as Exhibit 14.1 and 14.2 to this Current Report on Form 8-K and is incorporated by reference to this Item 5.05.
Item 7.01 Regulation FD Disclosure.
OnDecember 20, 2022 , the Company issued a press release regarding the Company's entry into an Asset Purchase Agreement withInterview Mastery Corporation and an Employment Agreement withMichael R. Neece . A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
Additional information is available on the Company's website,
https://www.bowmo.com. In addition, other information related to the Company is
available at the
Cautionary Statement Regarding Forward-Looking Statements
This Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms "anticipates," "expects," "estimates," "believes," "will" and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.
Forward-looking statements in this Current Report, including Exhibit 99.1
attached hereto, or hereafter, including in other publicly available documents
filed with the
These forward-looking statements are subject to a number of known and unknown
risks, uncertainties and assumptions, including those described under the
sections entitled "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
Any forward-looking statements made herein speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to update any of these forward-looking statements for any reason after the date of this press release or to conform these statements to actual results or revised expectations. Any forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, restructurings, joint ventures, partnerships or investments the Company may make.
These forward-looking statements are based upon information available to the Company as of the date of this press release, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits The following exhibit are furnished as a part of this current report on . Form 8-K. 10.1 Asset Purchase Agreement, dated as ofDecember 16, 2022 , by and among bowmo, Inc. andInterview Mastery Corporation , by and throughMichael R. Neece and Caseridus, Inc. 10.2 Employment Agreement, dated as ofDecember 16, 2022 , by and among bowmo, Inc. and Michael R. Neece 14.1 Code of Ethics for the Board of Directors of bowmo, Inc. 14.2 Insider Trading Compliance Policy of bowmo, Inc. 99.1 Press Release, datedDecember 20, 2022 .
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