FORE PROT Item 2.01 Completion of an Acquisition or Disposition of Assets.
To the extent required by this Item 2.01, the information contained in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of
To the extent required by this Item 3.02, the information contained in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference. The issuance of the Company Common Stock pursuant to the Merger Agreement is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Resignation of
Pursuant to the terms of the Merger Agreement, at the Effective Time,
Appointment of
Upon
Employment Agreements
At the Effective Time, the Company entered into employment agreements
(collectively, the "Employment Agreements") with each of (i) David Moore ("Moore
Agreement"), (ii)
David Moore Employment
Pursuant to the Moore Agreement,
Additionally,
On the one (1) year anniversary of the effective date of employment, the Company
will issue
In the event that the Company terminates
Additionally, on the Closing Date, the Board appointed
George Stella Employment
Additionally,
On the one (1) year anniversary of the effective date of employment, the Company
will issue
In the event that the Company terminates
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.
On
The information set forth herein is qualified in its entirety by the terms contained in the Amendment, a copy of which is attached to this report as Exhibit 3.01(i) and incorporated herein by reference.
Item 8.01 Other Events
Following the Effective Time, but not including the completion of the SRAX Exchange, the outstanding capitalization of the Company is as follows:
Number of Common
Number Shares or Common Shares
Type of Security Outstanding Securities issuable upon Conversion
Common Stock (1) 410,274,148,892 410,274,148,892
Series A Preferred Stock 5,000,000 -
Series B Preferred Stock 10,500 14,972,194,495 (2)
Series C Preferred Stock 8,318 12,864,419,168 (3)
Common Stock Options 71,220,059,440 71,220,059,440 (4)
Common Stock Warrants 25,568,064,453 25,568,064,453 (5)
TOTAL 534,898,886,448
(1) Number of shares of Common Stock of the Company issued and outstanding as of
November 30, 2021 and including the issuance of 183,445,351,630 shares of
Common Stock to BritePool shareholders as a result of the completion of the
Merger.
(2) Shares issuable based on the conversion price as of $0.00007013 , subject to
adjustment;
(3) Shares issuable based on the conversion price as of $0.0000006466 , subject
to adjustment;
(4) Options were issued to holders of BritePool options upon closing of the
Merger. Terms and exercise prices of respective options described above.
(5) Warrants all have a term expiring on February 4, 2024 , and an exercise price
of $0.00005844216 per share, subject to adjustment.
The foregoing table does not include:
(i) 15,824,493,516 shares of Common Stock reserved for issuance pursuant to the
Company's 2021 Evergreen Equity Compensation Plan (the "Plan"). The Plan
provides for the automatic increase in the number of shares available under
the Plan on the first day of each calendar year such that on such day the
Plan will have available up to 10% of the issued and outstanding shares of
Common Stock available for issuance.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to the consummation of the proposed transactions, and other statements that are not historical facts. Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as "expect," "intend," "plan," "anticipate," "believe," "will," and similar expressions and their variants. These forward-looking statements are based upon the Company's current expectations. Forward-looking statements involve risks and uncertainties. The Company's actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks relating to the completion of the Merger. The risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent to which the COVID-19 pandemic impacts the Company's business, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous factors, which are unpredictable, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.
Additional risks and uncertainties relating to the Company and its business can
be found under the caption "Risk Factors" and elsewhere in the Company's filings
and reports with the
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Company intends to file the financial statements of BritePool required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit No. Description 3.01(i) Amendment to Articles of Incorporation datedNovember 23, 2021 10.01 Moore Agreement 10.02 Stella Agreement 10.03 Perkins Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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