Current Report Filing (8-k)
March 09 2020 - 06:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
March 1, 2020
Date of Report (Date of
Earliest event reported)
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(Exact Name of
Registrant as Specified in its Charter)
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification
No.)
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5940 S. Rainbow Blvd,
Ste 400-32132 Las Vegas NV 89118
(Address of principal
executive offices) (Zip Code)
(Registrant’s telephone
number, including area code)
Check the appropriate
box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the Registrant under any of the following
provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item
1.01 Entry into a Material Definitive Agreement
Acquisition of Union Strategies Inc.
On March 1, 2020, DLT
Resolution Inc. (the “
Company
” or “
we
”) entered into and closed the transactions contemplated by the
definitive share for share exchange agreement and plan of
re-organization (the “
Share Purchase
Agreement
”) discussed in the Company’s Form 8-K filed on January 30,
2020.
Summary of Acquisition of Union Strategies Inc.
On January 30, 2020,
DLT Resolution Inc. (the “
Company
” or “
we
”) entered into transactions contemplated by the definitive share
for share exchange agreement and plan of re-organization (the “
Purchase
Agreement
”) by and among the Company, Union Strategies Inc. a corporation
organized under the laws of Ontario (“
Union
Strategies
”), the stockholders of Union Strategies Inc. (“
Stockholders
”) and other parties signatory thereto to acquire all the issued
and outstanding capital stock of Union Strategies Inc. for
1,500,000 restricted common shares of DLT Resolution. The
acquisition will result in Union Strategies becoming a wholly owned
subsidiary of The Company.
In addition to the consideration on
closing an additional 1,000,000 restricted common shares may
potentially be issued upon meeting the following milestones:
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Gross sales of Union Strategies to exceed
CAD $3,100,000 with a minimum $75,000 in EBITDA for fiscal
2020.
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Share issuances will
be issued under reliance of appropriate exemptions from
registration with the Securities & Exchange Commission and will
contain substantial resale restrictions.
The Stock Purchase
Agreement contains customary representations, warranties and
covenants by Union Strategies Inc., as well as customary
indemnification provisions among the parties.
Prior to the
transactions described in this Current Report on Form 8-K, no
material relationships between the Company or Union Strategies or
any affiliate of Union Strategies Inc. and the Company existed,
other than pertaining to the Acquisition.
The foregoing summary
of the Share Purchase Agreement is not complete and is
qualified in its entirety by reference to the complete text of the
definitive agreement, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by
reference. The Share Purchase Agreement is filed as an exhibit to
this report in order to provide investors and shareholders with
information regarding its terms. It is not intended to provide any
other factual information about the Company or any of the other
parties thereto. In particular, the assertions embodied in the
representations and warranties contained in the Share Purchase
Agreement are given only as of the dates specified in the agreement
and are qualified by information contained in confidential
disclosure schedules provided by the parties. Accordingly,
investors should not rely on the representations and warranties in
the Stock Purchase Agreement as characterizations of the actual
state of facts or condition of the Company, Union Strategies Inc.,
the Sellers or any other party to the Purchase Agreement.
Item
2.01 Completion of Acquisition or Disposition of Assets
The information in
Item 1.01 set forth above is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of Business Acquired
The financial
statements by this item are not being filed herewith. If required,
the Company will file the required financial statements as an
amendment to this Current Report on Form 8-K within the time
permitted by Item 9.01(a) of Form 8-K.
(b)
Pro Forma Financial Information
The pro forma
financial information by this item is not being filed herewith. If
required, the Company will file the required pro forma financial
information as an amendment to this Current Report on Form 8-K
within the time permitted by Item 9.01(b) of Form 8-K.
(d) Exhibits.
Forward Looking
Statements
This Current Report on
Form 8-K contains forward looking statements and are indicated by
words such as “shall”, “will” and other similar words or phrases.
Actual events or results may differ materially from those described
herein. Such forward-looking statements are subject to a number of
risks and uncertainties that could cause the actual results or
performance of the Company to differ materially from those
described herein, including, but not limited to, the impact of the
economic environment on the Company’s customer base and the
resulting uncertainties; changes in technology and market
requirements; decline in demand for the Company’s products;
inability to timely develop and introduce new software, services
and applications; difficulties or delays in absorbing and
integrating acquired operations, technologies and personnel; loss
of market share; pressure on resulting from competition; and
inability to maintain certain marketing and distribution
arrangements.
Signature(s)
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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DLT
Resolution Inc.
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Date: March 6, 2020 |
By: |
/s/
John S. Wilkes
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Name:
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John S. Wilkes
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Title: |
President and Chief Executive
Officer
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