ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective
Pursuant to the terms of the Guru Agreement, LIVC Sub merged with and Guru, with Guru continuing as the surviving corporation (the "Guru Acquisition"). Upon completion of the Guru Acquisition, all of the outstanding shares in the capital stock of Guru were cancelled without payment of any additional consideration thereon and 100 shares in the common stock of Guru were issued to the Company.
Concurrent with the entry into the Guru Agreement and completion of the Guru
Acquisition, the Company entered into a Note Cancellation Agreement (the "Note
Cancellation Agreement") with the holders (the "Guru Note Holders") of certain
convertible promissory notes of Guru (the "Guru Notes") having an aggregate
principal amount of
The above description of the terms and conditions of the Guru Agreement, the Guru Acquisition and the Note Cancellation Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Guru Agreement and the Note Cancellation Agreement, copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated by reference herein. A copy of the Company's news release regarding the Guru Acquisition is attached as an exhibit to this report.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In connection with the completion of the Guru Acquisition,
The Company Shares were issued in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act") provided by Rule 506 of Regulation D under the Securities Act
on the basis of representations provided by each of the Guru Note Holders that
they are accredited investors as that term is defined in Rule 502 of Regulation
D under the Securities Act. The offer and sale of the Company Shares has not
been registered under the Securities Act and may not be offered or sold in
ITEM 7.01 REGULATION FD DISCLOSURE
On
A copy of the press release is furnished as Exhibit 99.1 hereto and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
--------------------------------------------------------------------------------
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are provided with this Current Report:
Exhibit Number Description of Exhibit 10.1 Agreement and Plan of Reorganization datedNovember 23, 2022 between and amongGuru Experience, Co. ("Guru"),Live Current Media, Inc. ,Guru Acquisition Inc. and certain stockholders of Guru.* 10.2 Note Cancellation Agreement datedNovember 23, 2022 between and amongGuru Experience, Co. ("Guru"),Live Current Media, Inc. and certain note holders of Guru. 99.1 News Release datedNovember 24, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Portions of this exhibit have been omitted because it is both not material and of the type the registrant treats as private or confidential.
--------------------------------------------------------------------------------
© Edgar Online, source