Item 1.01 Entry into a Material Definitive Agreement.
On October 12, 2021, EKIMAS Corporation, a Delaware corporation (the "Company")
entered into a Stock Purchase Agreement (the "SPA") between the Company and
Reddington Partners LLC, a California limited liability company ("Reddington")
providing for the purchase from the Company by Reddington of shares of the
Company's common stock in two tranches. Pursuant to the SPA, each of Michael
Adams, Michael Barretti, William J. O'Neill, Jr. and David Volpe (the "Principal
Stockholders") entered into a Voting Agreement with Reddington (the "Voting
Agreements").
The sale of the first tranche of 21,136,250 shares was consummated on October
12, 2021 (the "First Closing"). At the First Closing, the Principal Stockholders
entered into the Voting Agreements with Reddington, covering an aggregate of
4,434,240 shares. As a result of these transactions, Reddington obtained
ownership or voting power over a total of 25,570,490 shares, constituting 51.8%
of the total outstanding shares. Accordingly, Reddington became the majority
stockholder of the Company.
Pursuant to the SPA, the Company effectuated a 1-for 50 reverse stock split on
March 11, 2022 (the "Reverse Split"). As set forth in the SPA, Reddington
purchased an additional 4,691,750 post-Reverse Split shares of common stock from
the Company. After the issuance thereof Reddington owned 90% of the total issued
and outstanding shares of the Company's common stock. As of the closing of the
second tranche purchase (the "Second Closing"), the Voting Agreements
terminated.
The purchase price for both tranches of shares was $400,000. At the First
Closing, Reddington paid the Company $200,000, $100,000 of which was required to
be applied to the payment of accrued and unpaid liabilities of the Company as of
the First Closing date, and $100,000 of which is for working capital purposes.
The remaining $200,000 was deposited to an escrow account with an independent
escrow agent (the "Escrow Account"). At the Second Closing, if the $100,000
designated to pay for accrued and unpaid liabilities was not sufficient, funds
from the Escrow Account were to be used to pay the remainder of such
liabilities. At the Second Closing, Reddington paid the Company an additional
$200,000. Pursuant to the SPA, any funds remaining after the payment of the
accrued and unpaid liabilities, if any, and all funds in the Escrow Account,
were to be combined and used solely for a special one-time cash distribution
(the "Special Distribution") by the Company, through a paying agent reasonably
satisfactory to Reddington, to only those Company stockholders of record as of
October 11, 2021, net of any costs of associated with making the Special
Distribution. Reddington and its Affiliates expressly waived any right to
participate in the Special Distribution.
Item 3.02 Unregistered Sale of Equity Securities.
The applicable information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference in this Item 3.02. The shares of common stock
sold to Reddington were and will be sold in reliance upon the exemption from
securities registration afforded by Section 4(a)(2) of the Securities Act of
1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D under
the Securities Act, based in part on the representations of Reddington. There
were no sales commissions paid pursuant to this transaction.
Item 5.01 Changes in Control of Registrant.
The applicable information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference in this Item 5.01. As permitted by Item
5.01(a)(8) of Form 8-K, the information in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2021, as amended, is incorporated by
reference in this Item 5.01.
As of the First Closing on October 12, 2021, Reddington obtained ownership or
voting control over a total of 25,570,490 shares, constituting 51.8% of the
total outstanding shares, constituting a change of control.
Reddington's sole owner is Henrik Rouf. The source of the funds used to fund the
purchase was a loan from a private Danish company.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
10.1 Stock Purchase Agreement dated as of October 12, 2021 between
EKIMAS Corporation and Reddington Partners LLC.*
10.2 Indemnification Agreement dated as of October 12, 2021 between
EKIMAS Corporation and Bennett J. Yankowitz.**
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on
October 18, 2021.
** Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on
October 18, 2021.
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