EKIMAS CORP: conclusion of a material definitive agreement, unrecorded sale of equity securities, changes of control or ownership, change of directors or senior managers, financial statements and supporting documents (form 8-K)
Item 1.01 Conclusion of a Material Definitive Agreement.
The first tranche of 21,136,250 shares was sold on
In accordance with the SPA, the Company will proceed with a reverse split on a 1 to 50 basis. Within two business days of the Reverse Split and the satisfaction of the other conditions set out in the SPA, Reddington will purchase an additional tranche of common shares of the Company such that after its issuance, Reddington will hold 90% of the total issued and common shares. outstanding of the Company. Upon the closing of the Purchase of the Second Tranche (the “Second Closing”), the Voting Agreements will terminate.
The purchase price of the two tranches of shares is
designated to pay the accumulated and unpaid debts was not sufficient, the funds in the escrow account will be used to pay the remainder of these debts. On the second Closing, all funds remaining after the payment of accumulated and unpaid debts, if any, and all funds in the Escrow Account will be combined and used only for a one-time cash distribution (the “Special Distribution”) by the Company, through a paying agent reasonably satisfactory to Reddington, only to shareholders of the Company of record in the
Article 3.02 Unregistered sale of
The applicable information set out in Section 1.01 of this current report on Form 8-K is incorporated by reference in this Section 3.02. The common stock sold to Reddington has been and will be sold on the basis of the exemption from securities registration granted by Section 4 (a) (2) of the Securities Act of 1933, as amended (the “Securities Act ), And Rule 506 (b) of Regulation D under the Securities Act, based in part on Reddington’s statements. No sales commission was paid in connection with this transaction.
Item 5.01 Changes in Holder Control.
The applicable information set out in Section 1.01 of this current report on Form 8-K is incorporated by reference in this Section 5.01. As permitted by section 5.01 (a) (8) of Form 8-K, the information contained in the company’s annual report on Form 10-K for the fiscal year ended
From the first closing on
The sole owner of Reddington is
Item 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents.
The applicable information set out in Section 1.01 of this current report on Form 8-K is incorporated by reference in this Section 5.02.
As part of the First Closure,
(1980), where he was editor-in-chief of the Southern California Law Review, and his LL.M. degree (with distinction) from the
However, no compensation will be provided for (i) compensation paid for compensation if it is determined by a final judgment or other final decision that such compensation was in violation of the law (and, in this regard, we and the indemnity have been informed that the
considers that compensation for liabilities arising from federal securities laws is contrary to public order and is, therefore, unenforceable and that claims for compensation should be referred to the appropriate courts for decision); (ii) a final judgment rendered against the indemnified party for recognition, restitution or reimbursement of profits made on the purchase or sale by the indemnified party of our securities against the indemnified party or in connection with a settlement by or to the name of the claimant insofar as it is recognized by the claimant and us that this amount paid in settlement resulted from the conduct of the claimant from whom the claimant received a personal monetary gain in accordance with the provisions of Article 16 (b) the Securities Exchange Act or other provisions of any federal, state or local law or rule and the regulations made thereunder; (iii) a final judgment or other final determination that the claimant’s conduct was in bad faith, knowingly fraudulent or willfully dishonest or constituted willful misconduct (but only to the extent of such a specific determination); or (iv) by reason of conduct which is established by a final judgment as constituting a breach of the insured’s duty of loyalty to us or resulting in a personal gain or advantage to which the claimant does not legally have law.
Item 9.01 Financial statements and supporting documents
(d) Exhibits. Exhibit Number Description 10.1 Stock Purchase Agreement dated as of
October 12, 2021between EKIMAS Corporationand Reddington Partners LLC. 10.2 Indemnification Agreement dated as of October 12, 2021between EKIMAS Corporationand Bennett J. Yankowitz. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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