Item 1.01 Entry into a Material Definitive Agreement.
On October 15, 2022, the Company received 52% majority shareholder approval of
the execution and delivery of a proposed Share Exchange Agreement ("Agreement")
relating to the share exchange and transfer of certain assets of the Company's
wholly-owned subsidiary, StealthCo Inc. ("SCI") d/b/a Stealth Mark, Inc., to
Quantum Age Corporation, pursuant to the terms and conditions of the Agreement
in substantially the form of the copy presented to the Board. The Agreement
provides, among other things, as follows:
? Quantum Age will pay $10,000 to the Company's wholly-owned subsidiary, SMI-DTI
Holdings, LLC ("SMI-DTI"), upon execution of the Agreement.
? Quantum Age will pay $90,000 to the Company's wholly-owned subsidiary, SMI-DTI
Holdings, LLC ("SMI-DTI"), upon Closing.
? Quantum Age will issue 5,500,000 shares of Class A common stock of Quantum Age
Corporation to SMI-DTI at Closing.
? Quantum Age will assign the assets transferred by SCI, including trademarks,
intellectual properties, and patents, to its subsidiary, Femtobitz, Inc., a
Delaware corporation.
? Upon Closing of the share exchange, the Company's Chairman will be appointed an
advisory board member of Quantum Age and a board member of Femtobitz, Inc.
The 5,500,000 shares of Class A common shares of Quantum Age Corporation to be
issued in exchange for all of the outstanding shares of SCI common stock will
represent a minority of the issued and outstanding shares of Quantum Age common
stock as of the date of issuance. The Quantum Age shares will be issued in
reliance upon the exemption from registration requirements under the Securities
Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) thereof
and Regulation D thereunder. As such, such shares may not be offered or sold by
us unless they are registered under the Securities Act or qualify for an
exemption from the registration requirements under the Securities Act.
The Agreement is included as an Exhibit to this Report and is the legal document
that governs the terms of the share exchange described therein and the other
actions contemplated thereby. The discussion of the Agreement, and the proposed
Share Exchange Agreement, as set forth herein is qualified in its entirety by
reference thereto.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of business acquired. None.
(b) Pro forma financial information. None.
(c) Shell Company Transaction. Not applicable.
(d) Exhibits.
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