Item 1.01 Entry into a Material Definitive Agreement.
On April 11, 2022, EKIMAS Corporation (the "Company") issued a warrant, dated as
of April 1, 2022 (the "Warrant"), to purchase 6,000,000 shares of its common
stock, par value $0.001 per share (the "Warrant Shares") to GK Partners ApS (the
"Investor"), a private investor located in Denmark. The Warrant expires on
December 31, 2023.
The exercise price of the Warrant is $1.00 per share, which was approximately
20% below the average trading price of the Company's common stock on the date of
issuance. The Company believes that such a discount is reasonable given that the
shares to be issued under the Warrant will be restricted shares and thus, under
Rule 144(i) under the Securities Act of 1933, as amended (the "Securities Act"),
will not be eligible to be sold in the public markets until at least 12 months
after the Company ceases to be a "shell" company and has satisfied the other
requirements of Rule 144(i), including the requirement to be current in all
filings under the Securities Exchange Act of 1934.
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 Warrant and the Warrant
Shares issuable upon exercise of the Warrant were and will be sold in reliance
upon the exemption from securities registration afforded by Section 4(a)(2) of
the Securities Act, and Regulation S under the Securities Act, based in part on
the representations of the Investor. There were no sales commissions paid
pursuant to this transaction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
10.1 Warrant dated as of April 1, 2022 issued by EKIMAS Corporation
to GK Partners AsP.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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