Item 1.01 Entry into a Material Definitive Agreement
On August 13, 2021, Concierge Technologies, Inc., a Nevada Corporation
("Concierge" or the "Company"), through its wholly-owned subsidiary Marygold &
Co. (UK) Limited, a U.K. limited company, entered into a Share Purchase
Agreement (the "Agreement") with Keith John Halford (the "Seller") to purchase
the entire issued share capital of Tiger Financial & Asset Management Limited, a
U.K. limited company ("Tiger Financial") in exchange for a cash purchase price
of GBP£1,500,000 (approximately US$2,100,000) plus the value of liquid assets to
be determined as of the date of closing (the "Purchase Price"), subject to other
possible adjustments as set forth in the Agreement. Payment of the Purchase
Price shall take place in three approximately equal installments commencing on
the closing date and continuing on the first and second anniversaries of the
closing date. Funding for the Purchase Price payments will be provided by
Concierge to Marygold & Co. (UK) Limited through an interest bearing loan
facility to be initiated on the closing date of the Agreement. Closing of the
transaction is subject to regulatory approval by the Financial Conduct Authority
("FCA") who regulates the financial services industry in the U.K. For the
interim period between the execution of the Agreement and the closing date,
Tiger Financial will continue to be operated by the Seller and business is
expected to continue in the normal course.
All defined terms not otherwise defined herein shall have the meaning as set
forth in the Agreement. The foregoing description of the Agreement is not
complete and is subject to and qualified in its entirety by reference to the
copy of the Agreement filed as Exhibit 10.1 hereto and incorporated by
reference.
Item 8.01 Other Events
On August 17, 2021, the Company issued a press release titled, "Concierge
Technologies to Expand Financial Services Offerings to the U.K" announcing the
signing of the Agreement. The press release is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
10.1 Form of Share Purchase Agreement (the "Agreement") entered into on
August 13, 2021, with Keith John Halford (the "Seller") to purchase the entire
issued share capital of Tiger Financial & Asset Management Limited (1)
99.1 Press Release of Concierge Technologies, Inc., tiled "Concierge
Technologies to Expand Financial Services Offerings to the U.K." dated August
17, 2021. (1)
(1) Filed herewith.
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