Form 8-K - Current report
February 12 2024 - 5:11PM
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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
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): February 12, 2024
SIGMA
ADDITIVE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-38015 |
|
27-1865814 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (505) 438-2576
Former
name or former address, if changed since last report
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 (see General Instruction A.2. below):
☐ |
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 |
Common
stock, par value $0.001 per share |
|
SASI |
|
The
NASDAQ Stock Market LLC |
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
8.01 Other Events
As
previously disclosed, on August 17, 2023, Sigma Additive Solutions, Inc. (the “Company”) received a letter from Nasdaq Listing
Qualifications (“Nasdaq”) notifying the Company that it no longer complied with Nasdaq Listing Rule 5550(b)(1), which requires
companies listed on the Nasdaq Capital Market to maintain minimum stockholders’ equity of $2,500,000 (the “Minimum Stockholder
Equity Requirement”), and did not meet the alternatives of market value of listed securities or net income from continuing operations.
As further disclosed previously, on October 2, 2023, the Company submitted its plan to regain compliance to Nasdaq and requested an extension
to February 13, 2024 to regain compliance with the Minimum Stockholder Equity Requirement. On October 23, 2023, Nasdaq granted
the requested extension and provided the Company until February 13, 2024 to demonstrate compliance. Nasdaq further
informed the Company that if the Company fails to evidence compliance upon filing its next periodic report with the Securities and Exchange
Commission (the “Commission”) and Nasdaq, the Company may be subject to delisting.
Since
submitting its plan to Nasdaq, the Company has completed the following
transactions, which the Company believes has resulted in the Company regaining compliance with the Minimum Stockholder Equity Requirement:
| ● | On
December 29, 2023, the Company acquired 100% of the outstanding equity interests of NextTrip
Holdings, Inc. (“NextTrip”) pursuant to a share exchange agreement by and among
the Company, NextTrip and certain other parties (the “Acquisition”). As consideration
for the Acquisition, at closing the Company issued 156,007
restricted
shares of its common stock, constituting 19.99% of its issued and outstanding shares of common
stock immediately prior to execution of the share exchange agreement, and agreed to issue
up to an aggregate of 5,843,993 shares
as further consideration upon NextTrip’s achievement of certain milestones set forth
in the exchange agreement. |
| | |
| ● | On
January 16, 2024, the Company completed the sale of certain assets, consisting primarily
of patents, software code and other intellectual property, to Divergent Technologies, Inc.
for a purchase price of $1,626,242, resulting in net proceeds to the Company of $1,533,563. |
| | |
| ● | In
October 2023, the Company sold an aggregate of 128,887 shares of its common stock under its
existing at-the-market agreement, resulting in net proceeds to the Company of approximately
$772,468. |
An unaudited
condensed combined pro-forma balance sheet of the Company as of September 30, 2023, which presents the combination of the financial
information of the Company and NextTrip adjusted to give effect to completion of the Acquisition and the Asset Sale, is filed as Exhibit
99.3 of that Current Report on Form 8-K filed by the Company with the Commission on January 10, 2024, and reflects total stockholders’
equity of approximately $5.4 million.
As
of the date of this the Current Report on Form 8-K (this “Current Report”), the Company believes it has regained compliance
with the Minimum Stockholder Equity Requirement based upon the specific transactions and events referenced above. Nasdaq will continue
to monitor the Company’s ongoing compliance with Minimum Stockholder Equity Requirement and, if at the time of its next periodic
report the Company does not evidence compliance, the Company may be subject to delisting.
Forward-Looking
Statements
This
Current Report contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms
“anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions,
as they relate to us or our management, are intended to identify such forward-looking statements.
Forward-looking
statements in this Current Report, or disclosed hereafter, including in other publicly available documents filed with the Commission,
reports to the stockholders of the Company and other publicly available statements issued or released by us involve known and unknown
risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to
differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements.
Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations.
These risks include, but are not limited to, whether Nasdaq will confirm that the Company has regained compliance with the Minimum Stockholder
Equity Requirement or otherwise grant any relief from delisting, the Company’s ability to maintain compliance with Minimum Stockholder
Equity Requirement and/or other listing standards, the Company’s ability to maintain its Nasdaq listing, and other risks set forth
herein and in such other documents filed with the Commission, each of which could adversely affect our business and the accuracy of the
forward-looking statements contained herein. The Company’s ability to maintain its Nasdaq listing, actual results, performance
or achievements may differ materially from those expressed or implied by such forward-looking statements.
SIGNATURES
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.
Date:
February 12, 2024 |
SIGMA
ADDITIVE SOLUTIONS, INC. |
|
|
|
|
By: |
/s/
William Kerby |
|
|
William
Kerby |
|
|
Chief
Executive Officer |
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