Item 1.01. Entry into Material Definitive Agreement.
Merger Agreement
As previously disclosed in a Current Report on Form 8-K filed with the
Pursuant to the terms of the Merger Agreement, if the Merger did not close by
As previously disclosed in a Current Report on Form 8-K filed with the
On
1
On
By virtue of, and simultaneously with, the Celerit Merger and without any
further action (other than the acceptance by the SOS AR of the applicable
Articles of Merger or as otherwise required pursuant to applicable law) on the
part of the Merger Parties, at the effective time of the Mergers (the "Effective
Time"): (a) the Celerit Merger was completed, (b) all the properties, rights,
privileges, powers and franchises of Celerit and S-CC Merger Sub vested in the
By virtue of, and simultaneously with, the Celerit Solutions Merger and without . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 hereof is incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01, to the extent applicable, is hereby incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of
The information contained in Item 1.01, to the extent applicable, is hereby incorporated by reference in this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 7.01 Regulation FD.
On
The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information herein.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of Celerit Solutions for the fiscal years ended
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated financial information of the Company, Celerit Solutions and Celerit is filed herewith as Exhibit 99.4 and incorporated herein by reference.
5 (d) Exhibits. Exhibit No. Description 10.1 Merger Agreement, dated as ofOctober 26, 2021 , by and among the registrant,S-CC Merger Sub, Inc. ,S-Solutions Merger Sub, Inc. ,Celerit Corporation ,Celerit Solutions Corporation , andTerry Rothwell (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with theSEC onOctober 29, 2021 ). 10.2 Amendment to Merger Agreement, dated as ofJanuary 28, 2022 , by and among the registrant,S-CC Merger Sub, Inc. ,S-Solutions Merger Sub, Inc. ;Celerit Corporation ;Celerit Solutions Corporation ; andTerry Rothwell (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with theSEC onFebruary 3, 2022 ). 10.3 Second Amendment to Merger Agreement, dated as ofMarch 31, 2022 , by and among the registrant,S-CC Merger Sub, Inc. ,S-Solutions Merger Sub, Inc. ;Celerit Corporation ;Celerit Solutions Corporation ; andTerry Rothwell (incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed with theSEC onApril 5, 2022 ). 10.4 Amended and Restated Merger Agreement, dated as ofApril 7, 2022 , by and among the registrant,S-CC Merger Sub, Inc. ,S-Solutions Merger Sub, Inc. ;Celerit Corporation ;Celerit Solutions Corporation ; andTerry Rothwell (incorporated by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed with theSEC onApril 13, 2022 ). 10.5 Promissory Note issuedApril 7, 2022 , bySollensys Corp toTerry Rothwell in principal amount of$2,695,000,000 (incorporated by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K filed with theSEC onApril 13, 2022 ). 10.6 Form of Real Estate Purchase Agreement, by and betweenScare Holdings , LLC,Sollensys Corp ,CRE Holdings, LLC ,Terry Rothwell andGeorge Benjamin Rothwell (incorporated by reference to Exhibit 10.6 to the registrant's Current Report on Form 8-K filed with theSEC onApril 13, 2022 ). 10.7 Executive Employment Agreement dated as ofApril 7, 2022 , by and betweenSollensys Corp andTerry Rothwell (incorporated by reference to Exhibit 10.7 to the registrant's Current Report on Form 8-K filed with theSEC onApril 13, 2022 ). 10.8 Executive Employment Agreement dated as ofApril 7, 2022 , by and betweenSollensys Corp andRon Harmon (incorporated by reference to Exhibit 10.8 to the registrant's Current Report on Form 8-K filed with theSEC onApril 13, 2022 ). 10.9 Banking and Credit Union Services Agreement datedApril 7, 2022 , by and betweenSollensys Corp andCelerit Corporation (incorporated by reference to Exhibit 10.9 to the registrant's Current Report on Form 8-K filed with theSEC onApril 13, 2022 ). 10.10Rothwell Sollensys Blockchain Archive Server Distributive Data Center Agreement (2 Units) datedApril 7, 2022 , by and amongTerry Rothwell ,George Rothwell andSollensys Corp (incorporated by reference to Exhibit 10.10 to the registrant's Current Report on Form 8-K filed with theSEC onApril 13, 2022 ) 99.1 Press release of the registrant datedApril 13, 2022 (incorporated by reference to Exhibit 99.1 to the registrant's Current Report on Form 8-K filed with theSEC onApril 13, 2022 ). 99.2 Audited financial statements ofCelerit Solutions Corporation for the years endedDecember 31, 2021 and 2021. 99.3 Audited financial statements ofCelerit Corporation for the years endedDecember 31, 2021 and 2020. 99.4 Unaudited pro forma consolidated financial information. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 6
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