Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on May 24, 2022, SPYR, Inc., a Nevada corporation (the
"Company"), entered into material definitive agreement with JanOne, Inc., a
Nevada corporation ("JanOne"). Pursuant to the material definitive agreement,
the Company bought and assumed, all legal right, title, and interest to all of
the assets, and none of the liabilities, of JanOne's wholly owned subsidiary,
GeoTraq, Inc. ("GeoTraq"), including but not limited to, all accounts
receivable, inventory, 13,500 work in process inventory chipsets, 170 completed
IOT tracker modules, equipment, machinery, tools, rights under existing
warranties, indemnities and insurance benefits, books, records all goodwill and
all intellectual property, including an issued patent associated with GeoTraq.
The aggregate consideration for the asset purchase was $13,500,000, consisting
of the Company's issuance of 30,000,000 shares of unregistered restricted common
stock to JanOne, and a convertible promissory note ("Note") in the amount of
$12,600,000. The Note accrues interest at 8% per annum, which is agreed to be
paid in issuances of restricted common stock quarterly while the Note is
outstanding, subject to a beneficial ownership limitation of 9.99% after giving
effect to the issuance of restricted common stock. The maturity date is May 24,
2027. There is no prepayment penalty. The Company entered into the Note on May
24, 2022, along with the material definitive agreement. On June 16, 2022, the
transaction closed by the Company issuing 30,000,000 restricted common shares to
JanOne.
The foregoing descriptions of the material definitive agreement and Note are
summaries and are qualified in their entirety by reference to the complete text
of the exhibits previously filed on Form 8-K.
Item 3.02 Unregistered Sale of Equity Securities.
The description of the material definitive agreement set forth in Item 1.01 of
this Current Report on Form 8-K is incorporated into this Item 3.02 by
reference. On June 16, 2022, the issuance of the Company's common stock was made
in reliance on the exemption provided by Section 4(a)(2) of the Securities Act
of 1933, as amended, for the offer and sale of securities not involving a public
offering.
Item 9.01 Financial Statements and Exhibits.
Exhibit Index:
Exhibit Number Description
10.1 Material Definitive Agreement
10.2 Bill of Sale
10.3 Promissory Note
10.4 Assignment and Assumption Agreement
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