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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
October
3, 2023
Date
of Report (date of earliest event reported)
THE CRYPTO COMPANY
(Exact name of registrant as specified in its charter)
| Nevada |
|
000-55726 |
|
46-4212105 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 23823
Malibu Road, #50477,
Malibu,
CA |
|
90265 |
| (Address
of principal executive offices) |
|
(Zip
code) |
(424)
228-9955
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing 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 (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 1.01. Entry Into a Material Definitive Agreement.
Intellectual
Property Assignment Agreement
On
October 3, 2023, The Crypto Company (the “Company”) entered into an Intellectual Property Assignment Agreement (the “IP
Agreement”) with AllFi Technologies, Inc., a Delaware corporation (“AllFi Technologies”), pursuant to which the Company
assigns to AllFi Technologies: (i) a sublicense of code instance managed by TelBill, LLC under the Code Licensing Commerical Agreement
dated as of August 29, 2023, by and between the Company and TelBill, LLC (“Code Licensing Commerical Agreement”), (ii) one
runtime SaaS license for use by AllFi Technologies in the conduct of its coupon business for a term of 12 months in accordance with the
Company’s sublicense right under Section 2.1 of the Code Licensing Commerical Agreement in exchange for a fee to be mutually agreed
to by the Company and AllFi Technologies through the use of such SaaS license, and (iii) one runtime SaaS license for use by AllFi Technologies
in the conduct of its banking and marketplace business for a term of 12 months in accordance with the Company’s sublicense right
under Section 2.1 of the Code Licensing Commerical Agreement in exchange for a fee to be mutually agreed to by the Company and AllFi
Technologies through the use of such SaaS license.
The
Company and AllFi Technologies have made customary representations, warranties, and covenants in the IP Agreement
The
above description of the IP Agreement does not purport to be complete and is qualified in its entirety by the full text of such IP Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Subscription
Agreement
On
October 3, 2023, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with AllFi Technologies,
pursuant to which the Company has agreed to purchase from AllFi Technologies an aggregate of 501 shares of AllFi Technologies’
common stock, which represents 50.1% of the current issued and outstanding shares of AllFi Technologies, for a purchase price of $100,000.
Upon the execution of the Subscription Agreement, the Company became a shareholder of AllFi Technologies.
The
Company and AllFi Technologies have made customary representations, warranties, and covenants in the Subscription Agreement.
The
Subscription Agreement has been adopted by the sole director of AllFi Technologies and the board of directors of the Company.
The
foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text
of such Subscription Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by
reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
In
connection with the Company’s investment in AllFi Technologies as described above in Item 1.01, on October 7, 2023, the Company
sold an aggregate of 22,104,583 shares of the Company’s restricted common stock to AllFi Holdings LLC (the “Investor”),
for a total purchase price of $1.00, pursuant to a Subscription Agreement by and between the Company and the Investor (the “Subscription
Agreement”).
The
Company claims an exemption from registration for the issuance and sale of the Company’s restricted common stock to the Investor
described above pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities
Act”) since the shares were issued to “accredited investors”, and no directed selling efforts were made in the United
States by the Company, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. The
securities are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating
that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant
to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold
in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities
laws.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
THE
CRYPTO COMPANY |
| |
|
|
| Date:
October 10, 2023 |
By: |
/s/
Ron Levy |
| |
Name: |
Ron
Levy |
| |
Title:
|
Chief
Executive Officer, Chief Operating Officer and Secretary |
Exhibit
10.1
INTELLECTUAL
PROPERTY ASSIGNMENT AGREEMENT
This
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (“IP Assignment”), dated as of October 3, 2023 is made by The Crypto Company
(“Assignor”), a Nevada corporation, located at 23823 Malibu Road, #50477, Malibu, CA 90265, in favor of ALLFI TECHNOLOGIES,
INC. (“Assignee”), a Delaware corporation, located at 23523 Malibu Road, #50477, Malibu, CA 90265 pursuant to a Subscription
Agreement between Assignor and Assignee, dated as of October 3, 2023 (the “Subscription Agreement”).
WHEREAS,
under the terms of the Subscription Agreement, Assignor has conveyed, transferred, and assigned to Assignee, among other assets, certain
intellectual property of Assignor;
WHEREAS,
as a result of Assignor entering into the Subscription Agreement with Assignee, the ownership of Assignee shall be split as follows:
Assignor (50.1%) and AllFi Holdings LLC (49.9%); and
WHEREAS,
Assignor is the majority owner of Assignee and shall derive the benefit of the IP assigned hereby.
NOW
THEREFORE, the parties agree as follows:
1.
Assignment by Assignor. For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby irrevocably conveys, transfers, and assigns
to Assignee, and Assignee hereby accepts, all of Assignor’s right, title, and interest in and to the following (collectively, the
“Assigned IP”):
(a)
the trademark registrations and applications set forth on Schedule 1 hereto and all issuances, extensions, and renewals thereof (the
“Trademarks”), together with the goodwill of the business connected with the use of, and symbolized by, the Trademarks;
provided that, with respect to the United States intent-to-use trademark applications set forth on Schedule 1 hereto, the transfer
of such applications accompanies, pursuant to the Subscription Agreement, the transfer of Assignor’s business, or that portion
of the business to which the trademark pertains, and that business is ongoing and existing;
(b)
the copyright registrations, applications for registration, and exclusive copyright licenses set forth on Schedule 1 hereto and all issuances,
extensions, and renewals thereof (the “Copyrights”);
(c)
all rights of any kind whatsoever of Assignor accruing under any of the foregoing provided by applicable law of any jurisdiction, by
international treaties and conventions, and otherwise throughout the world;
(d)
any and all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the
foregoing;
(e)
any and all claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof,
including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and
future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such
legal and equitable relief and to collect, or otherwise recover, any such damages;
(f)
1 runtime SaaS license for use by Assignee in the conduct of its coupon business for a term of 12 months in accordance with Assignor’s
sublicense right under Section 2.1 of the Code Licensing Commerical Agreement dated as of August 29, 2023, by and between Assignor and
TelBill, LLC in exchange for a fee to be mutually agreed to by Assignor and Assignee that occurs through the use of such SaaS license;
(g)
1 runtime SaaS license for use by Assignee in the conduct of its banking and marketplace business for a term of 12 months in accordance
with Assignor’s sublicense right under Section 2.1 of the Code Licensing Commerical Agreement dated as of August 29, 2023, by and
between Assignor and TelBill, LLC in exchange for a fee to be mutually agreed to by Assignor and Assignee through the use of such SaaS
license; and
(h)
Sublicense of TelBill Instance (System) purchased by TCC.
2.
Recordation and Further Actions. Assignor hereby
authorizes the Commissioner for Trademarks in the United States Patent and Trademark Office, the Register of Copyrights in the United
States Copyright Office, and the officials of corresponding entities or agencies in any applicable jurisdictions to record and register
this IP Assignment upon request by Assignee. Following the date hereof, and at Assignee’s sole cost and expense, Assignor shall
take such steps and actions, and provide such cooperation and assistance to Assignee and its successors, assigns, and legal representatives,
including the execution and delivery of any affidavits, declarations, oaths, exhibits, assignments, powers of attorney, or other documents,
as may be necessary to effect, evidence, or perfect the assignment of the Assigned IP to Assignee, or any assignee or successor thereto.
3.
Terms of the Subscription Agreement. The parties
hereto acknowledge and agree that this IP Assignment is entered into pursuant to the Subscription Agreement, to which reference is made
for a further statement of the rights and obligations of Assignor and Assignee with respect to the Assigned IP. The representations,
warranties, covenants, agreements, and indemnities contained in the Subscription Agreement shall not be superseded hereby but shall remain
in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the
Subscription Agreement and the terms hereof, the terms of the Subscription Agreement shall govern.
4.
Counterparts. This IP Assignment may be executed
in counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same agreement. A signed
copy of this IP Assignment delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same
legal effect as delivery of an original signed copy of this IP Assignment.
5.
Successors and Assigns. This IP Assignment shall
be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
6.
Governing Law. This IP Assignment and any claim,
controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this IP
Assignment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the United States
and the State of Nevada, without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or
any other jurisdiction).
[signature
page follows]
IN
WITNESS WHEREOF, Assignor has duly executed and delivered this IP Assignment as of the date first above written.
| |
The
Crypto Company |
| |
|
|
| |
By:
|
|
| |
Name: |
Ron
Levy |
| |
Title: |
President |
| |
Address
for Notices: |
| ACKNOWLEDGMENT |
|
STATE
OF CALIFORNIA
COUNTY
OF LOS ANGELES |
)
)SS.
) |
On
the 3rd day of October, 2023, before me personally appeared Ron Levy personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the foregoing instrument, who, being duly sworn, did depose and say that he executed
the same in his authorized capacity as the President of The Crypto Company, the Nevada corporation described, and acknowledged the instrument
to be the free act and deed of The Crypto Company for the uses and purposes mentioned in the instrument.
| |
|
| |
Notary
Public |
| |
Printed
Name: |
| |
|
| My
Commission Expires: |
|
| |
|
| |
|
| AGREED
TO AND ACCEPTED: |
AllFi
Technologies, Inc. |
| |
|
| |
By:
|
|
| |
Name:
|
Ron
Levy |
| |
Title:
|
Director |
| |
Address
for Notices: |
| ACKNOWLEDGMENT |
|
STATE
OF CALIFORNIA
COUNTY
OF LOS ANGELES |
)
)SS.
) |
On
the 3rd day of October, 2023, before me personally appeared Ron Levy, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the foregoing instrument, who, being duly sworn, did depose and say that he executed
the same in his authorized capacity as a director of AllFi Technologies, Inc., the corporation described, and acknowledged the instrument
to be the free act and deed of AllFi Technologies, Inc. for the uses and purposes mentioned in the instrument.
| |
|
| |
Notary
Public |
| |
Printed
Name: |
| |
|
| My
Commission Expires: |
|
| |
|
| |
|
Schedule
1
ASSIGNED
IP
Sublicense
of code instance managed by TelBill under the Code Licensing Commerical Agreement
dated as of August 29, 2023, by and between Assignor and TelBill LLC.
1
runtime SaaS license for use by Assignee in the conduct of its coupon business for a term of 12 months in accordance with Assignor’s
sublicense right under Section 2.1 of the Code Licensing Commerical Agreement dated as of August 29, 2023, by and between Assignor and
TelBill, LLC in exchange for a fee to be mutually agreed to by Assignor and Assignee for every coupon redemption that occurs through
the use of such SaaS license.
1
runtime SaaS license for use by Assignee in the conduct of its banking and marketplace business for a term of 12 months in accordance
with Assignor’s sublicense right under Section 2.1 of the Code Licensing Commerical Agreement dated as of August 29, 2023, by and
between Assignor and TelBill, LLC in exchange for a fee to be mutually agreed to by Assignor and Assignee for every coupon redemption
that occurs through the use of such SaaS license.
Exhibit
10.2
SUBSCRIPTION
AND ACCREDITED INVESTOR AGREEMENT
ALLFI
TECHNOLOGIES, INC.
NOTICES
THIS
SUBSCRIPTION AND ACCREDITED INVESTOR AGREEMENT (THIS “AGREEMENT”) IS BEING PROVIDED ON A CONFIDENTIAL BASIS TO A LIMITED
NUMBER OF ACCREDITED INVESTORS SOLELY FOR THE PURPOSE OF SUCH ACCREDITED INVESTORS’ MAKING AN INVESTMENT IN ALLFI, INC. (THE “COMPANY”).
THIS AGREEMENT MAY ONLY BE USED BY SUCH ACCREDITED INVESTORS (AND THOSE WHO ASSIST IN EACH ACCREDITED INVESTOR’S INVESTMENT DECISION)
TO EVALUATE AN INVESTMENT IN THE COMPANY. THEREFORE, IT MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE, NOR MAY IT OR ITS CONTENTS
BE DISCLOSED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. EACH PROSPECTIVE INVESTOR ACCEPTING THIS AGREEMENT AGREES TO BE BOUND
BY THE FOREGOING TERMS.
THE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS
OF ANY STATES, AND THE INTERESTS ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND SUCH LAWS. THE INTERESTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”)
OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF
THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS THIS AGREEMENT AND THE SUBSCRIPTION DOCUMENTS (HEREINAFTER DEFINED). ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
THE
INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND IN ACCORDANCE WITH THE RESTRICTIONS
CONTAINED IN THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE COMPANY. THERE IS NO PUBLIC MARKET FOR THE INTERESTS AND NONE IS EXPECTED
TO DEVELOP IN THE FUTURE. INVESTORS MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD.
INVESTMENT
IN THE COMPANY IS SUITABLE ONLY FOR “ACCREDITED INVESTORS” WITHIN THE MEANING OF REGULATION D PROMULGATED BY THE SEC UNDER
THE SECURITIES ACT AND REQUIRES THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE HIGH RISKS AND LACK OF LIQUIDITY INHERENT IN AN INVESTMENT
IN THE COMPANY.
IN
MAKING AN INVESTMENT DECISION, INVESTORS MUST REPLY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. THIS AGREEMENT AND THE SUBSCRIPTION DOCUMENTS ARE PROVIDED FOR ASSISTANCE ONLY AND IS NOT INTENDED TO
BE AND MUST NOT ALONE BE TAKEN AS THE BASIS FOR AN INVESTMENT DECISION. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS
AGREEMENT AS LEGAL, TAX OR FINANCIAL ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS OWN PROFESSIONAL ADVISORS AS TO THE LEGAL,
TAX, FINANCIAL OR OTHER MATTERS RELEVANT TO THE SUITABILITY OF AN INVESTMENT IN THE COMPANY FOR SUCH INVESTOR.
NO
PERSON HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS, OR GIVE ANY INFORMATION, WITH RESPECT TO INTERESTS IN THE COMPANY, EXCEPT THE INFORMATION
CONTAINED HEREIN AND THE OTHER SUBSCRIPTION DOCUMENTS. PROSPECTIVE INVESTORS ARE INVITEDTO ASK QUESTIONS CONCERNING THE COMPANY AND TO
OBTAIN ANY ADDITIONAL INFORMATION THEY CONSIDER APPROPRIATE TO MAKE AN INFORMED INVESTMENT DECISION.
STATEMENTS
IN THIS AGREEMENT ARE MADE AS OF THE DATE OF THE INITIAL DISTRIBUTION OF THIS AGREEMENT UNLESS STATED OTHERWISE, AND NEITHER THE DELIVERY
OF THIS AGREEMENT, NOR ANY SALE HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO SUCH DATE.
REFERENCES
HEREIN TO PAST RETURNS WITH RESPECT TO ANY INVESTMENT OR INVESTMENT PROGRAM ARE NO INDICATION OF FUTURE PERFORMANCE.
THIS
IS NOT AN OFFER TO SELL OR SOLICITATION OF ANY OFFER TO BUY THE INTERESTS IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE AN OFFER OR SALE.
Subscription
Agreement for
AllFi
Technologies, Inc.
This
Subscription and Accredited Investor Agreement (the “Subscription Agreement’) is made by and between AllFi Technologies,
Inc., a Delaware corporation (the “Company”), and the subscriber (the “Subscriber”) specified on
the Omnibus Signature Page included herewith (the “Omnibus Signature Page”).
For
consideration of the intellectual property assigned to the Company by Subscriber under that certain Intellectual Property Assignment
Agreement dated as of the date hereof, the Company is issuing Subscriber a 50.1% interest in the Company (the “Shares”).
Shares will be issed only to subcribers that are “accredited investors” (as such term is defined in Regulation D as
promulgated under the Securities Act).
Article
I
Subscription
Section
1.1 Subscription. The Subscriber hereby subscribes to receive an issuance of 501 Shares in exchange for $100,000 and be admitted
as a shareholder in the Company. The Subscriber has enclosed herewith a fully executed Omnibus Signature Page in Appendix I to this Subscription
Agreement (if the Subscriber is an individual) or Appendix II to this Subscription Agreement (if the Subscriber is an entity, trust or
IRA account).
Section
1.2 Acceptance of Subscription; Conditions to Acceptance. The Subscriber understands and acknowledges that the Company will
rely on this Subscription Agreement and that the Subscriber has no right to cancel, assign, terminate or revoke this Subscription Agreement,
but that the Company will have a right to refuse to accept this Subscription Agreement for any reason or no reason, including if, in
its sole discretion, the Company believes that the Company is not a suitable investment for the Subscriber. If not accepted, this Subscription
Agreement will be null and void and the Subscriber will not be admitted as a shareholder of the Company. The Subscriber also understands
that this Subscription Agreement will not be binding on the Company until accepted, that the acceptance or rejection of subscriptions
will be in the sole discretion of the Company and that subscriptions need not be accepted in the order received. If the Company accepts
the Subscriber’s subscription, the Company will execute the Omnibus Signature Page executed and submitted by the Subscriber.
Section
1.3 Majority Owner Working Capital Contribution. TCC as the holder of a majority of the issued and outstanding shares of the
Company, hereby agrees that in addition to the purchase of 50.1% of the shares of the Company hereunder TCC shall contribute at least
$50,000 cash to the working capital of the Company within 180 days of the date hereof should the Company fail to become cash flow positive
by such date. TCC, at its sole discretion, may decide the form of this cash contribution.
Section
1.4 Closing. The issuance the Subscriber’s Shares will be deemed to have occurred on the date the Subscriber’s
subscription is accepted by the Company (the “Closing Date”).
Section
1.5 Certificate of Incorporation and Bylaws. From and after the Closing Date, the Subscriber hereby accepts, adopts and agrees
to, and agrees to be bound by, each and every term, condition and provision contained in the Company’s Certificate of Incorporation
and Bylaws attached as Exhibit A hereto (the “Certificate of Incorporation and Bylaws”) and to perform all obligations
therein imposed upon the Subscriber in the Subscriber’s capacity as a shareholder of the Company. From and after the Closing Date,
the Subscriber agrees to execute, acknowledge, and swear to such counterparts of the Certificate of Incorporation and Bylaws as the Company
may direct. The Subscriber hereby agrees to maintain the confidentiality of the contents of this Subscription Agreement and of the Subscription
Documents (hereinafter defined). For purposes of this Agreement, “Subscription Documents” means the Certificate of Incorporation
and Bylaws and such other documents the Subscriber received from the Company.
Article
II
Representations,
Warranties, Covenants, Acknowledgments, Risk Factors
Section
2.1 The Subscriber hereby makes the following representations, warranties, covenants and acknowledgements to the Company and agrees
to indemnify the Company, all shareholders of the Company, the directors of the Company (the “Directors”), the officers
of the Company and their respective agents and affiliates against, and hold them harmless from and pay all damages, judgments, claims
and liabilities which may be incurred as a result of any misrepresentation by the Subscriber or by any non-performance by the Subscriber
of any covenant or agreement herein contained, including without limitation that which may arise under federal and/or state income tax
and/or securities laws:
(a)
Power and Authority. The Subscriber is authorized to enter into this Subscription Agreement, the Certificate of Incorporation
and Bylaws, and such other agreements, certificates, or other instruments as are provided to or executed by or on behalf of the Subscriber
in connection with its obligations under the Certificate of Incorporation and Bylaws or in connection with this subscription, to perform
its obligations under each Subscription Document, and to consummate the transactions that are the subjects of any Subscription Document.
The signature of the individual signing any Subscription Document as, or on behalf of, the Subscriber is binding upon the Subscriber.
(b)
Compliance with Laws and Other Instruments. The execution and delivery of this Agreement and the Certificate of Incorporation
and Bylaws by or on behalf of the Subscriber and the consummation of the transactions contemplated in the this Agreement and the Certificate
of Incorporation and Bylaws do not and will not conflict with or result in any violation of or default under any provision of any charter,
bylaws, trust agreement, limited liability company agreement or other organizational document, as the case may be, of the Subscriber
or any agreement, certificate or other instrument to which the Subscriber is a party or by which the Subscriber or any of its properties
is bound, or any permit, franchise, judgment, decree, statute, rule, regulation or other law applicable to the Subscriber or the business
or properties of the Subscriber.
(c)
Investor Information. Please review and complete the following questions related to your status as an investor. If you have marked
“Yes” to any of the investor categories set forth below, you agree to, at the Company’s request, provide the Company
with additional information supporting such self-certification.
| |
(i) |
If
you are a natural person or a grantor trust for income tax purposes (or you are investing through your self-directed Individual Retirement
Account and you are the owner of the account), do you meet either or both of the following criteria? |
| |
(A) |
you
(or the grantor, in the case of a grantor trust) are a natural person whose individual net worth1, or joint net worth
with your spouse, at the time of the investment exceeds $1,000,000; |
| |
|
|
| |
|
____
Yes ____ No |
| |
|
|
| |
(B) |
you
(or the grantor, in the case of a grantor trust) are a natural person who had an individual income2 in excess of $200,000
in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of those years and reasonably
expects individual income (exclusive of spouse) in excess of $200,000 in the current year, or joint income (inclusive of spouse)
in excess of $300,000 in the current year; |
| |
|
|
| |
|
____
Yes ____ No |
1
For purposes of Rule 501 of Regulation D, your net worth excludes the value of your primary residence, and any indebtedness that
is secured by the primary residence, up to the fair market value of the residence, shall not be included as a liability. 17 CFR §
230.501(a)(5).
2
Individual income is income made exclusive of your spouse. 17 CFR § 230.501(a)(6).
| |
(C) |
you
(or the grantor, in the case of a grantor trust) hold in good standing one or more professional certifications or designations or
credentials from an accredited educational institution that the Securities and Exchange Commission has designated as qualifying an
individual for accredited investor status; |
| |
|
|
| |
|
____
Yes ____ No |
| |
|
|
| |
(D) |
you
are an individual holding in good standing any of the general securities representative license (Series 7), the investment adviser
representative license (Series 65), or the private securities offerings representative license (Series 82); or |
| |
|
|
| |
|
____
Yes ____ No |
| |
|
|
| |
(E) |
____
none of the above apply. |
| |
(ii) |
If
you are an entity or a non-grantor trust for income tax purposes, do you meet at least one of the following criteria? |
| |
(A) |
you
are a corporation, partnership, limited liability company or similar business trust with total assets in excess of $5,000,000 that
was not formed for the specific purpose of investing in the Company; |
| |
|
|
| |
|
____
Yes ____ No |
| |
|
|
| |
(B) |
you
are a personal (non-business) trust, other than an employee benefit trust, with total assets in excess of $5,000,000 that was not
formed for the specific purpose of investing in the Company and whose decision to invest in the Company has been directed by a person
who has such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of
the investment; |
| |
|
|
| |
|
____
Yes ____ No |
| |
|
|
| |
(C) |
you
are licensed, or subject to supervision, by U.S. Federal or state examining authorities as a “bank,” “savings and
loan association,” “insurance company,” “small business investment company,” “broker,”
“dealer,” “investment company,” “investment advisor,” “business development company,”
“private business development company,” “Small Business Investment Company,” “Rural Business Investment
Company,” “employee benefit plan,” “family office,” or “family client” (as such terms are
used and defined or described in Rule 501(a) of Regulation D as promulgated under the Securities Act) or is an account for which
a bank or savings and loan association is subscribing in a fiduciary capacity; |
| |
|
|
| |
|
____
Yes ____ No |
| |
|
|
| |
(D) |
you
are an entity in which each of the equity owners is either (a) a natural person that has, or a grantor trust whose grantor has, either
(i) a net worth (individually or jointly with spouse) exceeding $1,000,000, or (ii) had an individual income in excess of $200,000
in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year, or (b) a non-natural person that satisfies one or more of the
categories set forth above; |
| |
|
|
| |
|
____
Yes ____ No |
| |
(E) |
you
are an entity of a type not listed in (A)-(D) above, not formed for the specific purpose of investing in the Company, owning investments
in excess of $5,000,000; |
| |
|
|
| |
|
____
Yes ____ No |
| |
|
|
| |
(F) |
you
are a family office (as defined in rule 202(a)(11)(G)–1 under the Investment Advisers Act of 1940) that has assets under management
in excess of $5 million, the family office was not formed for the specific purpose of making this investment and whose prospective
investments are directed by a person who has such knowledge and experience in financial and business matters that such family office
is capable of evaluating the merits and risks of the prospective investment; or |
| |
|
|
| |
|
____
Yes ____ No |
| |
|
|
| |
(G) |
____
none of the above apply. |
(d)
Investment Intent. The Subscriber is acquiring the Shares for its own account for investment, and not with a view to any distribution,
resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable domestic or foreign securities
law, and the Subscriber has no present plans to enter into any contract, undertaking, agreement or arrangement for any such distribution,
resale, subdivision or fractionalization.
(e)
Information and Access. The Subscriber hereby acknowledges that it has received and reviewed all material information regarding
the Company and the Offering described herein in order to make its investment decision in the Shares. The Subscriber has received a copy
of the following documents:
| |
(i) |
the
Certificate of Incorporation and Bylaws of the Company as attached hereto as Exhibit A; and |
| |
|
|
| |
(iii) |
all
other Subscription Documents. |
The
Subscriber has carefully reviewed and is familiar with the terms of the Certificate of Incorporation and Bylaws and each other Subscription
Document given to the Subscriber. The Company has made available to the Subscriber or its attorneys, accountants and other representatives
all agreements, documents, records and books that the Subscriber or its attorneys, accountants and other representatives have requested
relating to an investment in the Company. The Subscriber and its attorneys, accountants and other representatives have had a full opportunity
to ask questions of and receive answers from the Company or a person acting on behalf of the Company, concerning the terms and conditions
of this investment, and all questions asked by the Subscriber and its attorneys, accountants and other representatives have been adequately
answered to the full satisfaction of the Subscriber and its attorneys, accountants and other representatives.
(f)
Illiquidity. The Subscriber understands that substantial restrictions will exist on transferability of Shares in the Company,
that no market for resale of any such Shares exists and none is likely to develop, and that the Subscriber may not be able to liquidate
its investment in the Company. The Subscriber understands that any instruments representing Shares in the Company may bear legends restricting
the transfer thereof.
(g)
Risk Factors. The Subscriber understands that investment in the Company is speculative
and entails a very high degree of risk and understands fully the risks associated with the operation of the Company and the Subscriber’s
investment in the Company, including, without limitation, the risks identified in clauses (j)
through (x), inclusive, below.
(h)
Economic Loss and Sophistication. The Subscriber is able to bear the economic risk of losing its entire investment in the Company.
The Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to its net worth. The
Subscriber’s investment in the Company will not cause such overall commitment to become excessive. The Subscriber has such knowledge
and experience in financial and business matters that it is capable of evaluating the risks and merits of this investment.
(i)
No Registration of Shares. The Subscriber acknowledges and agrees that, based in part upon its representations contained herein
and in reliance upon applicable exemptions, no Shares acquired by the Subscriber have been or will be registered under the Securities
Act or the securities laws of any other domestic or foreign jurisdiction. Accordingly, no such Shares may be offered for sale, sold,
pledged, hypothecated or otherwise transferred in whole or in part except in accordance with the terms of the Certificate of Incorporation
and Bylaws and in compliance with all applicable laws, including securities laws. The Subscriber acknowledges that it has been advised
that the Company has no obligation and does not intend to cause any Shares in the Company to be registered under the Securities Act or
any other securities laws or to comply with any exemption under the Securities Act or any other securities law which would permit the
Subscriber to sell the Subscriber’s Shares in the Company.
(j)
Investment Risk. The Subscriber acknowledges and agrees: (i) that investment in early-stage startup companies involves a high
degree of risk and should only be considered by those who can afford the loss of their entire investment; (ii) the investment in the
Company’s Shares should only be undertaken by persons whose financial resources are sufficient to enable them to indefinitely retain
an illiquid investment, and (iii) that the Subscriber should consider all of the information provided to such potential investor regarding
the Company as well as the risk factors contained here, in addition to the other information provided in the Subscription Documents.
(k)
Business Projections Only Estimates. The Subscriber acknowledges and agrees: (i) there can be no assurance that the Company will
meet any projections contained in the Subscription Documents, (ii) there can be no assurance that the Company will be able to find sufficient
demand for its Project as it has a unique business model without any history nor is there any assurance on the accuracy of its internal
estimates including those related to the cost of product, product pricing, output potential or the output of the planned facilities,
and (ii) if there is limited acceptance of its business and/or services, then the Company’s financial results will be negatively
impacted.
(l)
New Entity With No Operating History. The Company was formed on September 11, 2023 and has no operating history. Therefore, no
assurance can be made about future results of operations.
(m)
Financing Risk. The Company might not obtain sufficient financing to meet its operating needs and fulfill its plans, in which
case it will cease operating and investors will lose the entirety of their investment. If the Company cannot raise those funds for whatever
reason, including reasons relating to the Company itself or to the broader economy, it may not have sufficient funds to operate and your
investment may be worthless.
(n)
Start-up risk. Further, any speculative discussion about business relationships, is just that speculative. There is no certainty
as to whether any business relationships will occur until formalized in writing, and, even then, there is no guarantee that those relationships
will be successful or beneficial to the Company.
(o)
Intellectual Property The Company and its subsidiaries will need to rely on intellectual property that has been developed by or
is owned by Subscriber or one or more of its affiliates. It is contemplated that the Company will enter into a, Intellectual Property
Assignment Agreement with the owner of such intellectual property pursuant to which the Company will have rights to use such intellectual
property in exchange for the Shares herein.
(p)
Related Party Agreements. The Company depends on a number of agreements. Conflicts of interest could arise with respect to such
agreements that could be detrimental to the Company.
(q)
Insurance Risk. The Company does not currently have any insurance in place for the Company or its officers. There can be no assurance
that insurance will be available or sufficient to cover any risks faced by the Company. If the Company suffers an uninsured loss, all
or a substantial portion of the Company’s funds may be lost. In addition, all of the assets of the Company may be at risk in the
event of an uninsured liability to third parties.
(r)
Management and Operation. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors.
No shareholder of the Company will have the right to participate in the management or operation of the Company’s business. The
Board of Directors may exercise all the powers of the Company whether derived from law or the organizational documents of the Company,
except when shareholder approval is expressly required by the Certificate of Incorporation and Bylaws or by nonwaivable provisions of
the Delaware Limited Liability Company Act. The Board of Directors has the power and authority to authorize the Company’s officers
to manage the affairs and carry on the operations of the Company.
(s)
Principal Place of Business; Organization. The address set forth in the Omnibus Signature Page is the Subscriber’s correct
principal place of business (or residence if a natural person), and the Subscriber has no present intention of moving its principal place
of business (or residence if a natural person) to any other domestic or foreign jurisdiction. The state and country set forth on the
Omnibus Signature Page are the Subscriber’s correct state and country of organization (if the Subscriber is not a natural person).
(t)
Taxes.
| |
(i) |
The
Subscriber acknowledges and agrees that no assurances have been made to the Subscriber regarding the tax advantages that may inure
to the benefit of the investor shareholders of the Company, nor has any assurance been made that existing tax laws and regulations
will not be modified in the future, thus denying the investor shareholders of the Company all or a portion of the tax benefits which
may be currently available under existing tax laws and regulations, or that some of the deductions claimed by the Company or the
allocation of items or income, gain, loss, deduction, or credit among the participants may not be challenged by the Internal Revenue
Service. |
| |
|
|
| |
(ii) |
The
Subscriber is not subject to backup withholding under the Internal Revenue Code. |
| |
|
|
| |
(iii) |
(A)
the Subscriber certifies that, if the Subscriber is an individual, the Subscriber is not a nonresident alien for the purposes of
United States federal income taxation or, if the Subscriber is a corporation, partnership, trust or estate, the Subscriber is not
a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and regulations promulgated thereunder), (B) the Subscriber declares under penalties of perjury that the foregoing certification
and the name, identifying number, home address (in the case of an individual) or office address (in the case of an entity), and place
of incorporation (in the case of a corporation) of the Subscriber is to the best of the Subscriber’s knowledge and belief true,
correct and complete, and (C) the Subscriber agrees to inform the Company if the Subscriber becomes a nonresident alien or a foreign
person at any time during the three (3) year period immediately following the date of this Subscription Agreement. |
(u)
Compliance with Anti-Terrorism and Anti-Money Laundering Laws and Regulations. The Subscriber and all of its beneficial owners
(if the Subscriber is an entity) are in compliance with all laws, statutes, rules and regulations relating to anti-terrorism or anti-money
laundering laws of any federal, state or local government in the United States of America applicable to such person(s) or entity(ies),
including without limitation, the USA Patriot Act, Pub. L, No. 107-56 (October 26, 2001), Executive Order No. 13224, 66 Fed. Reg. 49079
(Sept. 23, 2001) and all other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control (“OFAC”),
the Department of Treasury and in any enabling legislation or other Executive Orders in respect thereof. Neither the Subscriber nor any
of its beneficial owners (if the Subscriber is an entity) is listed on the Specifically Designated Nationals and Blocked Persons List
maintained by OFAC and/or on any other lists of terrorist or terrorist organizations maintained and made publicly available by any governmental
department, agency or other entity.
(v)
No Other Representations; No Public Solicitation. No oral or written representations have been made or oral or written information
furnished to the Subscriber that are in any way inconsistent with the information contained in this Agreement and the Subscription Documents.
The Subscriber has received no materials other than the items set forth in Section 2.1(e) of this Subscription Agreement. The Subscriber
is not subscribing for the Shares as a result of or in connection with any advertisement, article, notice, or other communications published
in any newspaper, magazine, or similar media, or broadcast over television or radio, in each case regarding the Company or investments
in securities generally, or any seminar or meeting to which the Subscriber was invited by any general solicitation or general advertising,
or any solicitation of a subscription by a person not previously known to the Subscriber.
(w)
ERISA Plan Assets. The Subscriber is not (i) an “employee benefit plan” within the meaning of Section 3(3) of Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), subject to Title I of ERISA; (ii) a “plan”
(as defined in Section 4975(e)(1) of the Internal Revenue Code (the “Code”), including without limitation, an individual
retirement account), subject to Section 4975 of the Code; or (iii) an entity whose underlying assets include plan assets by reason of
investment by a plan described in (i) or (ii) above in such entity, including but not limited to, an insurance company general account,
an insurance company separate account or a collective investment fund. No portion of the assets of the Subscriber constitute “plan
assets” under ERISA or Section 4975 of the Code.
(x)
Reliance; Effect and Time of Representations. The Subscriber’s representations, agreements and acknowledgements set forth
in this Subscription Agreement are true, and have been complied with, as of the date of the Subscriber’s execution of this Subscription
Agreement and shall be true, and shall have been complied with, as of the Closing Date. The Subscriber acknowledges that this Subscription
Agreement and any other information which it has provided concerning the Subscriber and its financial position will be relied on by the
Company in determining, among other things, whether the Offering of Shares in the Company meets the conditions for exemptions from the
registration provisions of federal securities laws and state securities laws of various states, and the information contained herein
and therein is true, complete and correct. The Subscriber acknowledges that the Company, and each respective shareholder thereof, has
relied and will rely upon the representations and agreements of, and information furnished by, the Subscriber set forth in this Subscription
Agreement and that all such representations, agreements, and furnished information shall survive the Closing Date and the execution of
the Subscription Documents. If in any respect such representations, agreements, and furnished information shall not be true, or shall
not have been complied with, as of any date set forth in the preceding sentence, the Subscriber shall promptly give written notice of
such fact to the Company and shall specify which representations, agreements, and furnished information are not true or have not been
complied with and the reasons therefor.
Article
III
Miscellaneous
Section
3.1 No Assignment. The Subscriber agrees not to transfer or assign this subscription or any interest herein without the prior
written consent of the Company in its sole discretion, and any purported transfer or assignment without such prior written consent shall
be void.
Section
3.2 Amendments. This Subscription Agreement may be modified or amended only with the written consent of the Company and the
Subscriber, except that modifications, amendments, waivers, consents, or other matters relating to the Certificate of Incorporation and
Bylaws shall not be deemed modifications or amendments of this Subscription Agreement.
Section
3.3 Gender, Number, etc. All pronouns used herein shall be deemed to refer to the masculine, feminine or neuter gender as
the identity of the applicable person may require, and words using the singular or plural number shall be deemed to include respectively
the plural or singular number as applicable. Unless otherwise specified, all references in this Subscription Agreement to Articles, Sections,
or paragraphs shall refer to provisions in this Subscription Agreement. As used in this Subscription Agreement, the words “herein,”
“hereof,” “hereto,” or derivatives shall refer to this entire Subscription Agreement, and the word
“or” shall mean “and/or.”
Section
3.4 Governing Law, Binding Effect, and Severability. This Subscription Agreement shall be enforced, governed and construed
in all respects in accordance with the laws of the State of Delaware applicable to contracts executed and performable solely in such
state. This Subscription Agreement and the rights and obligations set forth herein shall be binding upon, and shall inure to the benefit
of, the Subscriber, the Company and their respective successors and permitted assigns. If any provision of this Subscription Agreement,
or the application of such provision to any circumstance, shall be invalid under the applicable law of any jurisdiction, the remainder
of this Subscription Agreement or the application of such provision to other persons or circumstances or in other jurisdictions shall
not be affected thereby.
Section
3.5 Entire Agreement. This Subscription Agreement (including the appendices hereto) and the Certificate of Incorporation and
Bylaws constitute the entire agreement, and supersede all prior agreements or understandings, among the parties hereto with respect to
the Offering and ownership of Shares.
Section
3.6 Counterparts. This Subscription Agreement may be executed and delivered in one or more separate counterparts (including
by facsimile transmission), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement.
[signatures
on following page]
APPENDIX
I
OMNIBUS
SIGNATURE PAGE
FOR
SUBSCRIBERS THAT ARE ENTITIES
Ladies
and Gentlemen:
The
undersigned Subscriber for shareholdership interests (Shares) in AllFi Technologies, Inc. (Company) hereby submits to you this Omnibus
Signature Page which constitutes the signature page for (a) the Subscription Agreement, and (b) the Certificate of Incorporation and
Bylaws (as defined in the Subscription Agreement).
The
Subscriber subscribes to the Company for a total of 501 Shares in exchange for $100,000.
Print
Entity Name in which Shares should be registered
Mailing
Address
| |
|
|
|
|
| City |
|
State |
|
State
of Residence |
| |
|
|
|
|
| Zip
Code |
|
Tax
ID Number |
|
Phone
Number |
| |
|
|
|
|
| E-Maill
Address of Principal Contact |
|
|
|
|
IN
WITNESS WHEREOF, the undersigned has executed this Omnibus Signature Page this 3rd day of October, 2023.
SUBSCRIBER:
Name
of Subscriber: __________________________________________________________
Signature
of Authorized Signatory: _______________________________________________
Print
Name: __________________________________________________________________
Title/Description
of Signing Authority: _____________________________________________
ACCEPTED
this 3rd day of October, 2023:
| AllFi
Technologies, Inc. |
|
| |
|
|
| By:
|
|
|
| Name: |
|
|
| Title: |
|
|
Exhibit
A
Certificate
of Incorporation and Bylaws
(See
attached)
v3.23.3
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