Item 1.02 Termination of a Material Definitive Agreement
On
At the closing, the parties also executed and delivered a royalty agreement (the
"Royalty Agreement") pursuant to which the Company agreed to pay Sapir a royalty
equal to 5% of the gross revenues realized from licenses or products generated
or derived from the Business. Copies of the Purchase Agreement and the Royalty
Agreement (together, the "Sapir Agreements") were attached as Exhibits 10.1 and
10.2, respectively, to the Company's current report on Form 8-K filed with the
Due to circumstances beyond the control of the parties, the Company was unable
to develop the Business to the extent contemplated by (i) the Sapir Agreements
and (ii) discussions that occurred between the Company and Sapir following the
closing of the Purchase Agreement. As a result, on
As of the date of the Rescission Agreement, the Company had not completed the issuance of the Preferred Stock to Sapir or completed any payments to Sapir under the Royalty Agreement.
The foregoing description of the Rescission Agreement includes a summary of all the material provisions but is qualified in its entirety by reference to the complete text of the Rescission Agreement included as Exhibit 10.11 to this report and incorporated herein by reference.
Item 1.01 Entry into a Material Definitive Agreement
On
A copy of the Settlement Agreement was attached as Exhibit 10.9 to the Company's
current report on Form 8-K filed with the
The foregoing description of the Reinstatement Agreement includes a summary of all the material provisions but is qualified in its entirety by reference to the complete text of the Reinstatement Agreement included as Exhibit 10.12 to this report and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
Reference is made to the disclosure set forth under Item 1.02 above, which disclosure is incorporated herein by reference.
Item 3.02 Unregistered Sale of
On
? LSG (
Reinstatement Agreement, converted into 62,769,918 shares);
?
1,160,583 shares); and
?
Company (
The issuance of the Conversion Shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), as a transaction by an issuer not involving any public offering. The creditors provided representations to the Company that they acquired their respective Conversion Shares for investment purposes only and acknowledged that their respective Conversion Shares were "restricted securities" for purpose of the Securities Act and would bear all restrictive legends required under applicable securities laws.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Exhibit Description Rescission Agreement between the Company and Sapir datedJune 6 , 10.11 2022 Debt Reinstatement Agreement between the Company and LSG datedJune 8 , 10.12 2022 Cover page Interactive Data File (embedded within the Inline XBRL 104 document)
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