Item 1.01.
Entry into a Material Definitive Agreement.
On May 15, 2017, Momentous Entertainment Group, Inc., a Nevada company (the "Company" or “MEG”), executed Stock Purchase Agreement with the shareholders of BlackFox, Inc., a New York company (the “Selling Company” or “BF”), purchasing all the issued and outstanding shares of BF for $1,500,000 in cash, debt and newly-issued preferred stock and common stock of MEG, with BF becoming a wholly-owned subsidiary of MEG. BF owns and operates a mobile advertising network. The final closing took place on August 11, 2017.
Share Stock Purchase Agreement with Blackfox, Inc.,
In exchange for the BF Common Stock, the Company’s consideration payable to the Seller was One Million Five Hundred Thousand ($1,500,000) Dollars as defined below (the “
Consideration
”).
Payment of Consideration
. The Structure of the purchase price and payments is as follows:
(a) Buyer agrees to pay a non-refundable Five Thousand ($5,000) deposit into an escrow account at the date of the executed Purchase Agreement.
(b) Buyer agrees to pay an additional refundable Twenty Five Thousand ($25,000) deposit into an escrow account on June 5, 2017 one month prior to the Closing.
(c) Due at closing: One Hundred and Thirty Thousand ($100,000) Dollars paid at Closing.
(d) Due at closing: Two Hundred Thousand ($200,000) Shares in the form of Common Stock with a 6 month hold restriction after closing. The amount of shares will be issued for the nominal value on Closing.
(e) Due at closing: One Thousand (1,000) Shares in the form of Preferred B Stock valued at 1,000,000 Common Shares.
(f) Due 5 months from Closing: Two Hundred and Twenty Seven Thousand Five Hundred ($227,500) Dollars on November 5th, 2017
(g) Note payable: One Hundred and Forty-Two Thousand Five Hundred Dollars ($142,500) paid in 12 equal monthly payments to the seller broker.
(h) Note payable: Five Hundred Thousand ($500,000) Dollars in the form of a note payable, paid in 48 equal monthly installments of principal and interest. The interest rate shall be 6% per annum.
The initial closing of the transaction took place on May 15, 2017 with the execution of the Stock Purchase Agreement and was finally consummated on August 11, 2017.
The foregoing summary of certain terms of the Stock Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.8 and is hereby incorporated into this Current Report on Form 8-K (“Form 8-K”) by reference.