SUPER LEAGUE GAMING, INC. : conclusion of a material definitive agreement, unrecorded sale of equity securities, other events, financial statements and exhibits (Form 8-K)
Item 1.01 Conclusion of a Material Definitive Agreement.
At closing, the Company paid a total of
In accordance with the terms and subject to the conditions of the purchase contract, up to
The acquisition has been approved by the board of directors of the Company and of Bloxbiz, and has been approved by the shareholders of Bloxbiz.
The purchase contract contains statements, guarantees and undertakings from the Company, Bloxbiz and the founders which are customary for a transaction of this nature, including, among others, the undertakings of Bloxbiz and the founders regarding the validity of certain important contracts concluded between Bloxbiz and third parties – the parts being transferred to the Company, the title of the Assets of Bloxbiz and that of the Founder
The purchase contract also contains customary indemnification provisions according to which Bloxbiz and the founders will indemnify the company for certain losses resulting from inaccuracies or violations of the declarations, guarantees and commitments of Bloxbiz and / or the founders, pre-tax taxes. closing of Bloxbiz and / or the founders, and certain other matters, subject to certain caps and thresholds.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereof and is incorporated by reference herein. The purchase contract has been attached to provide investors with information regarding its terms. It is not intended to provide other factual information about the Company, Bloxbiz or the Founders. In particular, the assertions contained in the declarations and guarantees contained in the purchase contract are qualified by the information contained in the confidential disclosure schedules (the “disclosure schedules”) provided by Bloxbiz and the founders of the company within the framework closing under the purchase contract. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and to certain commitments set forth in the purchase contract. In addition, certain representations and warranties in the purchase contract were used for the purpose of spreading risk between the company, Bloxbiz and the founders, rather than establishing facts. Consequently, the declarations and guarantees contained in the purchase contract should not be considered as a characterization of the actual state of affairs concerning the company, Bloxbiz or the founders.
The closing of the acquisition and the incorporation of the assets of Bloxbiz and the founders
Item 3.02 Unrecorded Sales of
Please refer to article 1.01 regarding the ordinary shares issued to Bloxbiz and to the founders at closing as equity consideration, which equity consideration was issued on the basis of the exemption from registration provided in section 4 (a) (2) of the Securities Act. of 1933, as amended.
Item 8.01 Other Events.
Item 9.01 Financial statements and supporting documents.
(d) Exhibit Index Exhibit No. Description 2.1* Asset Purchase Agreement, dated
October 4, 2021, among Super League Gaming, Inc., Bloxbiz Co., Samuel Drozdov, and Benjamin Khakshoor. 99.1 Press Release issued by Super League Gaming, Inc., dated October 7, 2021104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain unimportant parts and annexes of this part have been omitted in accordance with article 601 (b) (2) of the SK regulation. The declarant hereby undertakes to provide additional copies of the annexes and omitted documents at the request of the
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