Item 1.01 Entry into a Material Definitive Agreement
On
The foregoing summary of the terms of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the Agreement, a copy
of which (in redacted form subject to a confidential treatment request submitted
to the
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 10.1 hereto contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements included in this Report, other than statements that relate solely to historical fact, are "forward-looking statements." Such statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events, or any statement that may relate to strategies, plans or objectives for, or potential results of, future operations, financial results, financial condition, business prospects, growth strategy or liquidity, and are based upon management's current plans and beliefs or current estimates of future results or trends. Forward-looking statements can generally be identified by phrases such as "believes," "expects," "potential," "continues," "may," "should," "seeks," "predicts," "anticipates," "intends," "projects," "estimates," "plans," "could," "designed," "should be" and other similar expressions that denote expectations of future or conditional events rather than statements of fact.
These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. The Company undertakes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit Number Description 10.1(1)(2) Intellectual Property Purchase Agreement, by and betweenWhipshots LLC andPENGUINS FLY, LLC , dated as ofAugust 24, 2021 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
(1) In accordance with Item 601(a)(5) of Regulation S-K, certain schedules
(or similar attachments) to this exhibit have been omitted from this filing.
Such omitted schedules (or similar attachments) include information relating to
the Purchase Price Payment. The registrant will provide a copy of any omitted
schedule to the
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