BioRegenx, Inc. entered into a Definitive Agreement to acquire Findit, Inc. in a reverse merger transaction.
December 28, 2022
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BioRegenx, Inc. entered into a letter of intent to acquire Findit, Inc. (OTCPK:FDIT) in a reverse merger transaction from WooEB, Inc. and others January 7, 2022. BioRegenx, Inc. entered into a Definitive Agreement to acquire Findit, Inc. in a reverse merger transaction from WooEB, Inc. and others on December 29, 2022. Findit will issue to BioRegenx, not more than 337,793,959 shares of Common Stock, and 836,048 Series A preferred shares representing approximately 90% of the Company's outstanding voting securities. Pursuant to the Definitive Agreement, BioRegenx shall be merged into Findit and all of the issued and outstanding BioRegenx common and preferred shares shall be exchanged for common and preferred shares of Findit. Findit shall issue common and preferred shares in an amount equivalent to 90.0% of the voting securities of Findit. Concurrently, holder(s) of Findit Series A and Series B preferred shares shall retire their Series A and Series B preferred shares back into the treasury. The Series A and Series B preferred shares to be retired represent a voting control of 98.47% of Findit. The exchange value of Finditstock would be the average closing price of Findit for the month of November 2022. As soon as practical after the merger, both parties agree to the implementation of up to a 1 for 25 reverse split of Findit's common and preferred stock. The merger will constitute a major change of control of the public entity to the executive team of BioRegenx. The various functions of Findit.com will continue as usual and one of the core members of the Findit executive team will continue on the board of the merged entity. The name of the public entity will be changed to BioRegenx, Inc.
The transaction is subject to customary closing conditions including regulatory approvals, Resignation of Officers and Directors of Findit, the approval of BioRegenx shareholders and the approval of the Findit's shareholders. Transaction has been approved by each company's board of directors. Findit Board unanimously approved the Merger Agreement. Findit stockholder approval was obtained effective December 29, 2022. The transaction is anticipated to close in the first quarter of 2023. Clear Trust, LLC acted as transfer agent and registrar to Findit.
Findit, Inc. owns Findit.com and the Findit Application, which is a social media content management platform. The Company provides an interactive search engine for all content posted in Findit to appear in Findit search. Its platform is available on Android and iOS through the Google Play Store and the Apple App store. The Company offers online products and services that consist of content distribution, content creation, Web development, search engine optimization, social media, and social networking marketing campaigns. Its products and services include news and press release distribution, Findit extension domains is a Vanity Keyword uniform resource locators (URLs), and Findit Prime, which is a bundled package of press release distribution, vanity URL, URL submissions into the Findit search engine and social media promoted posts. Both Findit.com the Website and the Findit Application are accessible to everyone, and anyone can create a free account and post their content.