Item 2.01 Completion of Acquisition or Disposal of Assets.
As previously disclosed and incorporated by reference on Form 8-K/A, the August 4, 2022on May 24, 2022Licensee has entered into a material definitive agreement with JanOne, Inc., a Nevada company (“JanOne”). Pursuant to the Material Definitive Agreement, the Company has purchased and assumed all legal right, title and interest in and to all assets, and none of the liabilities, of JanOne’s wholly-owned subsidiary, GeoTraq, Inc. (“GeoTraq”), including, but not limited to, all customer accounts, inventory, 13,500 work-in-progress inventory chipsets, 170 completed IOT tracking modules, equipment, machinery, tools, rights under existing warranties, indemnities and insurance benefits, books, records, any goodwill and any intellectual property, including an issued patent associated with GeoTraq. The aggregate consideration for the purchase of the asset was
$13,500,000consisting of the Company’s issuance of 30,000,000 unregistered restricted common shares to JanOne, and a convertible promissory note (“Note”) in the amount of $12,600,000. The note bears interest at 8% per annum, which it is agreed to pay quarterly in issues of restricted common stock while the note is outstanding, subject to a 9.99% beneficial ownership limit after taking account of the issuance of restricted common stock. The due date is May 24, 2027. There is no prepayment penalty. The Company has concluded the Note on May 24, 2022, as well as the material definitive agreement. On June 16, 2022the transaction was completed by the issuance by the Company of 30,000,000 restricted common shares to JanOne, completing its acquisition of the assets.
The foregoing descriptions of the Material Definitive Agreement and the Note are summaries and are qualified in their entirety by reference to the full text of the exhibits previously filed on Forms 8-K and 8-K/A.
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