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
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
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: (a) the Celerit Solutions
Merger was completed, (b) all the properties, rights, privileges, powers and
franchises of Celerit Solutions and S-Solutions Merger Sub vested in the
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.
4
Item 9.01. Financial Statements and Exhibits.
(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 . 10.5 Promissory Note issuedApril 7, 2022 , bySollensys Corp toTerry Rothwell in principal amount of$2,695,000,000 . 10.6 Form of Real Estate Purchase Agreement, by and betweenScare Holdings , LLC,Sollensys Corp ,CRE Holdings, LLC ,Terry Rothwell andGeorge Benjamin Rothwell . 10.7 Executive Employment Agreement dated as ofApril 7, 2022 , by and betweenSollensys Corp andTerry Rothwell . 10.8 Executive Employment Agreement dated as ofApril 7, 2022 , by and betweenSollensys Corp andRon Harmon . 10.9 Banking and Credit Union Services Agreement datedApril 7, 2022 , by and betweenSollensys Corp andCelerit Corporation 10.10Rothwell Sollensys Blockchain Archive Server Distributive Data Center Agreement (2 Units) datedApril 7, 2022 , by and amongTerry Rothwell ,George Rothwell andSollensys Corp 99.1 Press release of the registrant datedApril 13, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5
© Edgar Online, source