Amended Current Report Filing (8-k/a)
June 16 2021 - 4:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 19, 2021
MADISON
TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-51302
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85-2151785
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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450
Park Avenue, 30th Floor
New
York, NY 10022
(Address
of principal executive offices) (Zip Code)
(212)
339-5888
(Registrant’s
telephone number, including area code)
240
Vaughan Drive, Suite 200
Alpharetta,
GA 30009
(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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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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Common
Stock
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MDEX
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OTC
QB
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. [ ]
EXPLANATORY
NOTE
Madison
Technologies, Inc. (hereinafter referred to as “us,” “we,” or the “Company”) is filing this Amendment
No. 1 on Form 8-K/A (the “First Amendment”) to its Current Report on Form 8-K, which was filed with the Securities and Exchange
Commission (“SEC”) on April 23, 2021 (the “Original Report”) to amend and restate the filing in its entirety
and to amend the disclosure set forth Item 9.01 of the Original Report to state that the acquisition of the Acquired Stations not constitute
the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial
statements and pro forma financial information are not required under Regulation S-X.. Except as described above, no other information
in the Original Filing has been updated and this First Amendment continues to speak as of the date of the Original Filing. Other events
occurring after the filing of the Original Filing or other disclosure necessary to reflect subsequent events will be addressed in other
reports filed with or furnished to the SEC subsequent to the date of the filing of the Original Filing.
Item
2.01.
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Completion
of Acquisition or Disposition of Assets.
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On
April 19, 2021, Sovrn Holdings, Inc. (“Sovryn”), a wholly-owned subsidiary of Madison Technologies, Inc. (the “Company”)
completed the previously announced acquisition of the Acquired Stations (as defined below), pursuant to the terms of that certain asset
purchase agreement (the “Asset Purchase Agreement”), dated February 17, 2021, by and between Sovryn and NRJ TV II CA OPCO,
LLC, a Delaware limited liability company (“OpCo”) and NRJ TV III CA License Co., LLC, a Delaware limited liability company
(together with OpCo, “Sellers”). At closing, upon the terms and conditions described in the Asset Purchase Agreement, Sovryn
acquired the licenses and Federal Communications Commission (“FCC”) authorizations to the KNET-CD and KNLA-CD Class A television
stations owned by the Sellers (the “Acquired Stations”), certain tangible personal property, real property, contracts, intangible
property, files, claims and prepaid items together with certain assumed liabilities in connection with the Acquired Stations (the “Asset
Sale Transaction”). The purchase price for the Asset Sale Transaction consisted of a payment to the Sellers of $10,330,000, subject
to certain adjustments, in cash.
The
Asset Purchase Agreement (and the foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby) has
been included to provide investors and shareholders with information regarding the terms of the Asset Purchase Agreement and the transactions
contemplated thereby. It is not intended to provide any other factual information about the Company or Sovryn. The representations, warranties
and covenants contained in the Asset Purchase Agreement were made only as of specified dates for the purposes of the Asset Purchase Agreement,
were solely for the benefit of the parties to the Asset Purchase Agreement and may be subject to qualifications and limitations agreed
upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Asset Purchase Agreement
and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were
negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations,
warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to shareholders
and reports and documents filed with the SEC. Investors and shareholders are not third-party beneficiaries under the Asset Purchase Agreement.
Accordingly, investors and shareholders should not rely on such representations, warranties and covenants as characterizations of the
actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties
and covenants may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected
in the parties’ public disclosures.
The
foregoing description of the Asset Purchase Agreement does not purport to be a complete description of the rights and obligations of
the parties thereunder and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached
hereto.
Item
9.01
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Financial
Statements and Exhibits.
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(a)
Financial Statements of Businesses Acquired.
The
Company has determined that the Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance
set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements
are not required under Regulation S-X.
(b)
Pro Forma Financial Information.
The
Company has determined that the Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance
set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements
are not required under Regulation S-X.
(c)
Shell Company Transactions.
Not
applicable.
(d)
Exhibits.
*Portions
of this exhibit have been omitted pursuant to Rule 601(b)(2) of Regulation S-K. The omitted information is not material and would likely
cause competitive harm to the registrant if publicly disclosed.
SIGNATURE
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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MADISON
TECHNOLOGIES INC.
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Dated:
June 16, 2021
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/s/
Philip Falcone
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Philip
Falcone
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Chief
Executive Officer
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Madison Technologies (CE) (USOTC:MDEX)
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