Item 1.01.Entry into a Material Definitive Agreement.
On
Pursuant to the Settlement Agreement, the Company will pay Diaz
Diaz has agreed to convert all of the Series B Shares into shares 10 million shares of the Company's common stock at the existing conversion ratio of 10 shares of common stock for every 1 share of Series B Preferred Stock, effective upon the conversion by all other holders of Series B Preferred Stock of their outstanding shares of Series B Preferred Stock into common stock.
The Settlement Agreement includes a mutual release of known and unknown claims
among the parties relating to or arising out of civil litigation, including
claims related to the
The foregoing summary of the Settlement Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 3.02.Unregistered Sales of
As described in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated into this Item 3.02 by reference, the Company will issue to Diaz an aggregate of 41 million shares (the "Shares") of the Company's common stock in settlement of certain claims by Diaz against the Company, of which 7 million shares previously were reserved for issuance to Diaz pursuant to an acquisition agreement.
The Shares were offered and sold exclusively to Diaz, an accredited investor, in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), as a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Diaz represented his intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof in violation of the Securities Act, and the Shares will bear appropriate legends. The offer and sale of the Shares were made without any general solicitation or advertising.
Item 8.01.Other Events.
On
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Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit Number Description 10.1 Settlement and Release Agreement, dated as ofDecember 22, 2022 , amongSolar Integrated Roofing Corp. ,David Massey , andPablo Diaz Curiel . 99.1 Press Release issued bySolar Integrated Roofing Corp. datedDecember 29, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).
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