AGNT 8-K
AGNT, Inc. (AGNT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 3, 2026, AGNT, Inc. (the “Company”) entered into a stock purchase agreement with Frank Selden as trustee of the Gratitude 2022 Trust, as amended and restated (the “Investor”) to purchase 8,693,290 shares of common stock (the “Purchased Shares”) from the Investor. The purchase of the Purchased Shares will close subject to the satisfaction or waiver of customary closing conditions, including the accuracy of the parties’ respective representations and warranties and compliance with the parties’ respective covenants, as well as the satisfactory receipt by the Company’s transfer agent of a duly executed stock transfer power, bearing a medallion signature guarantee, evidencing the transfer of the Purchased Shared to the Company. The purchase price for the Purchased Shares will be $3.68 per share, equal to the volume-weighted average price of the Company’s common stock over the five trading days preceding the pricing date, less a 10% discount. The stock purchase agreement will automatically terminate if the closing has not occurred on or before September 11, 2026, although the Company may unilaterally extend that date under certain circumstances, and the parties may otherwise agree in writing to extend it.
The foregoing is only a brief description of the material terms of the stock purchase agreement and 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 the stock purchase agreement. The stock purchase agreement is filed as an exhibit to this Current Report on Form 8-K, which is incorporated by reference herein.
The sole beneficiaries of the Gratitude 2022 Trust are adult family members of Glenn Sanford, the Company’s Chairman and Chief Executive Officer. The stock purchase agreement and the transactions contemplated thereby were reviewed and approved by the audit committee of the Board, consisting solely of independent and disinterested directors, in accordance with the Company’s related person transaction policy, and the audit committee determined that the purchase price is fair to, and in the best interests of, the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||
10.1* | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
*Certain personal information contained in this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is (i) not material and (ii) is the type of information the registrant treats as private.
Ex. 10.1
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2026, by and between AGNT, Inc., a Texas corporation (the “Company”), and Frank Selden, not individually, but as trustee of the Gratitude 2022 Trust, created under trust agreement dated August 26, 2022, as amended and restated (the “Seller Trustee”).
WHEREAS, the Seller Trustee owns 26,731,114 shares of common stock, $0.00001 par value, of the Company (“Shares”);
WHEREAS, the Seller Trustee desires to sell, and the Company desires to purchase, free and clear of any and all Liens (as defined herein), an aggregate of 8,693,290 Shares for a price per share of $3.68, upon the terms and subject to the conditions set forth herein (the “Repurchase Transaction”);
WHEREAS, after due consideration, the audit committee (the “Audit Committee”) of the board of directors of the Company (the “Board”), consisting solely of independent and disinterested directors of the Board, has evaluated the transactions contemplated by this Agreement pursuant to the Company’s related party transaction policy and the Audit Committee’s charter; and
WHEREAS, the Audit Committee reviewed this Agreement and determined that the Repurchase Transaction is fair to and in the best interests of the Company and has approved this Agreement and the consummation of the Repurchase Transaction.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants, agreements and representations and warranties contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Purchase and Sale
COVENANTS
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REPRESENTATIONS AND WARRANTIES OF THE Seller Trustee
The Seller Trustee hereby makes the following representations and warranties to the Company:
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impair the ability of the Seller Trustee to perform his obligations hereunder or to consummate the transactions contemplated hereby.
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REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company makes the following representations and warranties to the Seller Trustee:
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CONDITIONS PRECEDENT
MISCELLANEOUS
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If to the Company:
AGNT, Inc.
2219 Rimland Drive, Suite 301
Bellingham, WA 98226
Attention: James Bramble
Email: [email protected]
If to the Seller Trustee:
Frank Selden, as trustee of the
Gratitude 2022 Trust
[Address Omitted]
Email: [Email Omitted]
With a copy to:
Neil Kawashima
McDermott Will & Schulte LLP
444 West Lake Street
7
Suite 4000
Chicago, IL 60606
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assignment of a party’s rights under this Agreement in violation of the preceding sentence shall be null and void.
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federal ESIGN Act of 2000 (including DocuSign) constitute original signatures binding upon such party and that an electronic copy or counterpart of this Agreement containing signatures (original or electronic) of such party shall be deemed to be an original counterpart of this Agreement.
(Signature Page Follows)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.
AGNT, Inc.
By: /s/ James Bramble
James Bramble
Chief Legal Counsel
By: /s/ Frank Selden___________________
Frank Selden, as trustee of the Gratitude 2022 Trust