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2022-05-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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
Date
of Report (Date of earliest event reported):
May 23, 2022
Descrypto Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware |
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000-24520 |
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04-3021770 |
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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625 N. Flagler Drive,
Suite 600
West Palm Beach,
FL
33401
(Address of principal executive offices) (Zip
Code)
(561)
514-0936
(Registrant’s
telephone number, including area code)
N/A
(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):
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☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d -2(b)) |
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☐ |
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:
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Title
of each class |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
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N/A |
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N/A |
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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.
On
May 23, 2022 (the “Effective Date”), Descrypto Holdings, Inc. (the
“Company”) entered into a share exchange agreement (the “Share
Exchange Agreement”) by and among (i) the Company, (ii) OpenLocker
Inc. (“OpenLocker”), (iii) all of the stockholders of OpenLocker
(collectively with the Additional Stockholders (as hereinafter
defined), the “OpenLocker Stockholders”), and (iii) Brian Klatsky,
as the representative of the OpenLocker Stockholders.
Pursuant
to the terms of the Share Exchange Agreement, following the
Effective Date, OpenLocker may issue additional shares of
OpenLocker common stock to (i) persons who are not parties to the
Share Exchange Agreement as of the Effective Date, and (ii) persons
who, as of the Effective Date, hold certain simple agreements for
future equity (“SAFEs”) of OpenLocker, which SAFEs will be
exercised or otherwise converted or exchanged for shares of
OpenLocker common stock prior to the closing (the “Closing”) of the
Exchange (as hereinafter defined). Upon the issuance of any shares
of OpenLocker common stock or conversion or exercise of the SAFEs,
each share recipient will execute a joinder to the Share Exchange
Agreement. Each person who signs such a joinder is referred to
herein as an “Additional Stockholder.”
Pursuant
to the terms of, and subject to the conditions set forth in, the
Share Exchange Agreement, at the Closing, all of the outstanding
shares of OpenLocker common stock will be exchanged for an
aggregate of 12,500,000 shares of Company common stock, which
shares will be apportioned among the OpenLocker Stockholders pro
rata based on the number of shares of OpenLocker common stock held
by such OpenLocker Stockholders (the “Exchange”). As a result,
following the Closing, the Company will own 100% of OpenLocker’s
issued and outstanding capital stock and OpenLocker will become a
wholly owned subsidiary of the Company.
In
addition, the Company agreed to the following pursuant to the terms
of the Share Exchange Agreement:
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|
(i) |
Following
the Closing, the Company will reserve 750,000 shares of Company
common stock for issuance to OpenLocker employees as options,
restricted stock or similar incentive compensation, on terms to be
determined by the Company’s Board of Directors (the
“Board”); |
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(ii) |
At
the Closing, the Company will contribute $300,000 to the operations
of OpenLocker, which funds will generally be used for working
capital uses and for the payment of OpenLocker payables and costs
and expenses incurred by OpenLocker in connection with the Exchange
and related transactions, and not for executive salaries, cash
bonuses, etc.; |
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(iii) |
Following
the Closing and prior to September 1, 2022, the Company will fund
at least an additional $250,000 to the operations of OpenLocker,
which will generally be used for working capital uses and not for
executive salaries, cash bonuses, etc.; |
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(iv) |
At
the Closing, Mr. Klatsky will be named as a member of the Board;
and |
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(v) |
At
the Closing, American Capital Ventures, Inc. (“ACV”), Leone Capital
Group LLC (“Leone”) and Mr. Klatsky will enter into a voting
agreement pursuant to which, subject to the terms and conditions
therein, Leone and ACV will agree to vote for Mr. Klatsky as a
director of the Company. |
Each
of ACV and Leone is a significant stockholder of the Company.
Howard Gostfrand, the Company’s Chief Executive Officer, Principal
Financial Officer and a member of the Board, is the sole owner of
ACV. Laura Anthony, the Company’s President and a member of the
Board, is the sole owner of Leone.
It is
expected that the business of OpenLocker will become one of the
core businesses of the Company following the Closing. OpenLocker is
a leading innovator in utilizing blockchain technology to provide
digital ownership of NFTs for college athletes and thoroughbred
racing stars.
The
Share Exchange Agreement includes customary representations,
warranties, and covenants by the respective parties and closing
conditions, including that all SAFEs shall have been converted or
exercised. Consummation of the transactions contemplated under the
Share Exchange Agreement is not subject to a financing
condition.
Subject
to the conditions set forth in the Share Exchange agreement, the
Company expects that the Closing will occur on or prior to May 31,
2022.
The
foregoing description of the Share Exchange Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Share Exchange Agreement, a copy of which is filed
as Exhibit 10.1 to this Current Report and is incorporated herein
by reference.
Item
7.01. Regulation FD Disclosure.
On
May 24, 2022, the Company issued a press release announcing entry
into the Share Exchange Agreement. The press release is attached
hereto as Exhibit 99.1 and incorporated herein by
reference.
The
information included in this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing. The information set
forth under this Item 7.01 shall not be deemed an admission as to
the materiality of any information in this Current Report on Form
8-K that is required to be disclosed solely to satisfy the
requirements of Regulation FD.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
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Descrypto
Holdings, Inc. |
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| Date:
May 24, 2022 |
/s/
Howard Gostfrand |
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Howard
Gostfrand |
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Chief
Executive Officer |
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