SONASOFT CORP: Completion of Acquisition or Disposal of Assets, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)

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Item 2.01. Completion of acquisition or disposal of assets.

On October 09, 2022, Sonasoft Corp. (the “Company”) completed the sale of
Cornerstone Tech, Inc.a wholly-owned subsidiary of the Company (“Cornerstone”), pursuant to a share purchase agreement (the “SPA”) entered into by the Company and Michael Dyer (the “Buyer”) on October 01, 2022, attached as Exhibit 10.1. Pursuant to the SPA, the Acquirer has purchased from the Company all of the issued and outstanding equity securities of Cornerstone. In an all-cash transaction, the consideration consisted of a $250,000 payment at closing and additional payments related to working capital adjustments and certain tax credits receivable to follow within 60 days of closing. The aggregate consideration paid to the Company is estimated at approximately
$730,000.

Item 7.01. FD Regulation Disclosure.

On October 13, 2022, the Company issued a press release announcing the completion of the SPA. A copy of the press release is given to the
Security and Exchange Commission (the “SEC”) pursuant to Rule 7.01-FD Disclosure of Form 8-K and is attached hereto as Exhibit 99.1.

Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 , as amended, or the Exchange Act, except as expressly provided otherwise by specific reference in such filing.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits. The following exhibits are filed herewith.


Exhibit No.   Description
  10.1          Stock Purchase Agreement dated as of October 01, 2022 by and
              between the Company and Michael Dyer

  99.1          Press release issued by Sonasoft Corp. dated October 13, 2022





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