AHRO 8-K
Authentic Holdings, Inc. (AHRO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
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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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
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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. ☐
Securities registered pursuant to Section 12(b) of the Act: None
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements provide the Company’s current expectations and forecasts about future events. Forward-looking statements may be identified by the use of words such as “expect,” “believe,” “will,” “would,” “should” or comparable terminology or the negative of these words, or by discussions of strategy. While the Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause actual results to differ include, without limitation, failure to consummate or delays in consummating the transactions described herein, transaction costs associated with the transactions described herein, unexpected losses of economies of scope or scale as a result of the transactions described herein, a decrease or adjustment in the purchase price or other amendment to the definitive agreements for the transactions described herein, failure to obtain necessary governmental approvals for the transactions described herein, and other risks and uncertainties included in reports the Company files with or furnishes to the Securities and Exchange Commission. The Company cautions you that no forward-looking statement is a guarantee of future performance, and you should not place undue reliance on these forward-looking statements which reflect the Company’s view only as of the date of this report. The Company undertakes no obligation to update any forward-looking information.
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously reported, on June 20, 2023, Authentic Holdings, Inc. (the “Company”), signed an Asset Purchase Agreement with Goliath Motion Picture Promotions owned by Priscella Cooper (the “Seller”). Since execution, however, the fulfillment of the Asset Agreement has not been possible because the Assets could not be entirely conveyed to Buyer as intended by the parties. Therefore, on May 10, 2024, the parties entered into an Amended Asset Purchase Agreement, to be effective as of December 31, 2023, to convert the purchase of Assets to a license to use those Assets for a period of 10 years in consideration for 100,000 shares of Series D Preferred Stock of the Company.
On April 29, 2025, the Company signed and closed a new Asset Purchase Agreement (the “Purchase Agreement”) with Goliath Motion Picture Promotions owned by Seller to formally acquire the assets previously licensed. In consideration therefore, the Purchase Agreement provides that the Seller shall exchange the 100,000 shares of Series D Preferred Stock for 100,000 shares of the Buyer’s newly established Series F Preferred Stock.
On the Closing Date, pursuant to the Purchase Agreement, the Company acquired various full-length motion pictures and serial television shows (the “Assets”). As a result of the Purchase Agreement and the acquisition of the Assets, the Company plans to market its television shows and movie library on both Over the Air and Streaming Platforms in conjunction with a comprehensive marketing effort to create both content and distribution partnerships.
Maybacks Global Entertainment, a subsidiary of the Company, has already been utilizing the Assets under the previous license and will continue to utilize the Assets, now acquired, to further its business plan. Maybacks has Vast Tag ad driven “Rev-Share” partnerships with very large groups such as “Whale TV,” which controls through its Operating System over 41 million homes spread across 400 plus Smart TV manufacturers. In addition, Maybacks also has a rev share agreement with LIME X, another content global distribution platform, which has had over 100 million downloads of its streaming app. Maybacks expect to launch its Vast Tag ad programs with both entities in early May 2025.
As a result of now owning the Assets, Maybacks is now in the final stages of negotiations with HISENSE GROUP Ltd. for a Vast Tag ad partnership with their organization.
In addition, Maybacks is in the procedures and testing phase with another streaming industry player to distribute content in conjunction with another Vast Tag ad partnership, which is expected to be driven by an additional multimillion-person subscriber audience.
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The Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, capitalization, corporate authority, financial statements and compliance with applicable laws. The representations and warranties of each party set forth in the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party beneficiaries of the Purchase Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding any of the parties or their respective businesses.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
SECTION 2 – FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the completion of acquisition of assets is incorporated by reference into this Item 2.01.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.03 MATERIAL MODIFICATION OF RIGHTS OF SECURITY HOLDERS
On April 29, 2025, the Board of Directors created, out of the available shares of preferred stock, par value $0.001 per share, a series of preferred stock known as “Series F Preferred Stock” consisting of 100,000 shares.
Under the terms of the Certificate of Designation for the Series F Preferred Stock, the shares shall not accrue nor pay dividends except as declared by the board of directors in its sole discretion. The Series F Preferred Stock shall not have voting rights except as it pertains to altering the rights associated with the Series F Preferred Stock. The Series F Preferred Stock shall have a stated value of $110 per share (the “Stated Value”) and each share shall be entitled to a preference over the common stock, the Series B Preferred Stock, and the Series C Preferred Stock of the Stated Value upon the liquidation, dissolution and winding up of the Company, but not the Series E Preferred Stock. Each share of Series F Preferred Stock shall be convertible, at any time after three years of issuance or immediately in the event of a change in control at the option of the Holder thereof, into that number of shares of common stock (subject to a beneficial ownership limitation of up to 9.99%) determined by dividing the Stated Value by the Conversion Price, which is closing price of the common stock of the Company on the OTC, on the day immediately prior to the conversion.
The rights of the holders of Series F Preferred Stock are defined in the relevant Certificate of Designation for the Series F Preferred Stock filed with the Nevada Secretary of State on May 1, 2025, attached hereto as Exhibit 3.1 and is incorporated by reference herein.
SECTION 3 – SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the unregistered sales of equity securities is incorporated by reference into this Item 3.02.
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Upon the filing of the Certificate of Designation for the Series F Preferred Stock, the Company will issued a total of 100,000 shares of Series F Preferred Stock in connection with the Purchase Agreement, in exchange for the investor’s 100,000 shares of Series D Preferred Stock.
The issuance of the shares is exempt from registration in reliance upon Sections 3(a)(9), 4(a)(2) and/or Regulation D of the Securities Act of 1933, as amended.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
The information set forth in Items 1.01 and 3.01 of this Current Report on Form 8-K that relates to the Certificate of Designation for the Series F Preferred Stock is incorporated by reference into this Item 5.03.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. |
| Description |
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104 |
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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.
Authentic Holdings, Inc. | |||
| Date: May 1, 2025 | By: | /s/ Paul Serbiak | |
| Name: | Paul Serbiak | |
| Title: | Chief Executive Officer | ||
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EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 29, 2025 (the “Execution Date”) by and among, first, Authentic Holdings, Inc., a Nevada corporation (“Buyer”), and , second, Goliath Motion Picture Promotions a sole proprietorship (“GMPP”) and Priscella Cooper an individual (“Cooper”) and the sole owner of GMPP (collectively, GMPP and Cooper are hereinafter referred to as the “Seller”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties” to this Agreement.
RECITALS
WHEREAS, on June 20, 2023, the Parties to this Agreement closed a prior Asset Purchase Agreement (the “Asset Agreement”) pursuant which the Buyer acquired various full-length motion pictures and serial television shows (the “Assets”) from Seller. Since execution, however, the fulfillment of the Asset Agreement has not been possible because the Assets could not be entirely conveyed to Buyer as intended by the Parties. Therefore, on May 10, 2024, the Parties entered into an Amended Asset Purchase Agreement, to be effective as of December 31, 2023, to convert the purchase of Assets to a license to use those Assets for a period of 10 years in consideration for 100,000 shares of Series D Preferred Stock of Buyer.
WHEREAS, the Parties desire to enter into this Agreement to formally acquire the Assets and, in consideration therefore, the Parties desire that Seller exchange the 100,000 shares of Series D Preferred Stock for 100,000 shares of the Buyer’s newly established Series F Preferred Stock.
WHEREAS, Goliath Motion Picture Promotions does not conduct any business activities and was formed specifically to hold various assets relating to Full Length Motion Pictures and Serial Television Shows (collectively, all assets, all related proprietary and non-proprietary technology, know-how, and all other facets of Seller’s operations are referred to hereinafter as the “Acquired Assets”);
WHEREAS, upon the terms and subject to the conditions set forth herein, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the assets in Goliath and other assets used in the operation of the Acquired Assets, as set forth in Section 1.1 (other than the Excluded Assets), in exchange for the consideration set forth herein, on the terms and subject to the conditions set forth herein (the “Asset Purchase”);
WHEREAS, Seller acknowledges that any and all rights, title and/or privilege, are being forever discharged, sold and transferred to Buyer; and,
WHEREAS, the foregoing recitals are true and accurate and express the intentions of the Parties hereto and are hereby incorporated by this reference into the Agreement; and,
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 Definitions and Interpretation. Unless otherwise expressly provided to the contrary in this Agreement (a) capitalized terms used herein shall have the meanings set forth in Section 1.2, unless the context otherwise requires and (b) this Agreement shall be interpreted in accordance with the provisions set forth in Section 1.3.
1.2 Definitions. Subject to Section 1.3 below, the following terms shall have the following definitions when used in the Agreement:
(1) “Acquired Assets” means all of the following assets, properties, interests and other rights of the Seller to the extent that such assets, properties and rights exist as of the Closing Date as set forth on Schedule 1.1.
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(2) “Affiliate” means, as to any Party, any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Party. For purposes of this definition, an entity shall be deemed to be “controlled by” a Person if the Person possesses, directly or indirectly, power either to (a) vote fifty percent (50%) or more of the securities (including convertible securities) of such entity having ordinary voting power or (b) direct or cause the direction of the management or policies of such entity whether by contract or otherwise; and, as to a Party who is a natural Person, such Person’s spouse, siblings and lineal descendants.
(3) “Bill of Sale, Assignment and Assumption Agreement” means the agreement substantially in the form set forth in Exhibit A.
(4) “Books and Records” means all books, files, papers, ledgers, correspondence, databases, information systems, programs, materials, documents and records, including, without limitation, as applicable, all records and documents relating to the Acquired Assets and the Assumed Liabilities (including, without limitation, the purchasing, sales and return materials authorization records, testing records for all the products, vendor and pricing lists, accounting, financial and business records, billing records, product documentation, inventory records, product specifications, research and development records, patent disclosures, patent files histories, manuals, marketing requirement documents, end user documentation, packaging materials, brochures, user manuals, graphics and artwork), on whatever medium.
(5) “Business Day” means any day other than a Saturday, a Sunday, or a day on which commercial banks in New York, NY are closed.
(6) “Buyer Indemnified Party” means Buyer, its Affiliates and their respective successors and assigns, and the officers, directors, employees and stockholders of Buyer and its Affiliates.
(7) “Closing” means the closing of the transactions contemplated by this Agreement.
(8) “Code” means the Internal Revenue Code of 1986, as amended.
(9) “Contract” means any note, bond, mortgage, debt instrument, security agreement, contract, license, lease, sublease, covenant, commitment, guarantee, power of attorney, proxy, indenture, purchase and sale order, or other agreement or arrangement, oral or written, to which either Party is currently a party or by which such Party or any of its respective assets or property are currently bound, including any and all amendments, waivers or other changes thereto that is used in the operation Acquired Assets.
(10) “Customer” means Seller’s clients or customers, other than Buyer.
(11) “Customer Contracts” means the Contracts between Seller and its Customers.
(12) “Damages” means all Liabilities, losses, claims, damages, causes of actions, lawsuits, administrative Proceedings (including informal Proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, Taxes, and costs and expenses (including, without limitation, reasonable and documented attorneys’ fees).
(13) “Encumbrance” means any claim, lien, pledge, assignment, option, charge, easement, license, restraint, security interest, right-of-way, encumbrance, mortgage, or other right or obligation (including, without limitation with respect to Intellectual Property Rights, any license, covenant, release, or immunity).
(14) “Excluded Assets” means all assets, properties, or rights of Seller other than the Acquired Assets, which shall be excluded from the Acquired Assets and retained by Seller.
(15) “Excluded Liabilities” means all Liabilities of Seller other than the Assumed Liabilities, including but not limited to, (i) all Liabilities arising out of the ownership or operation, use, possession or condition of the Acquired Assets prior to the Closing; (ii) any Liability arising in connection with any Excluded Asset; (iii) any Liability that arises after the Closing but that arises out of or relates to any breach of, or failure to perform or comply with, any covenant or obligation by Seller that occurred prior to the Closing; (iv) any Liabilities under the material Contracts to which Seller is a Party relating to the Acquired Assets arising under any period prior to Closing; and (v) subject to Section 5.5, all Liabilities for Taxes relating to the Acquired Assets or the Assumed Liabilities for any taxable period beginning before the Closing Date and for Taxes for which Seller is liable pursuant to this Agreement.
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(16) “Execution Date” has the meaning given to such term in the Preamble.
(17) “Fraud” means, with respect to a Party, an actual and intentional misrepresentation of a material existing fact with respect to the making of any representation or warranty in Article III or Article IV made by such Party.
(18) “GAAP” means United States generally accepted accounting principles, consistently. applied.
(19) “Governmental Authority” or “Governmental Authorities” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Person and any court or other tribunal and including any arbitrator and arbitration panel); in each of the foregoing cases with the authority to legally bind the applicable party.
(20) “Intellectual Property Rights” means the following subsisting throughout the world: (a) Patent Rights; (b) Trademarks and all goodwill of the business symbolized by the Trademarks; (c) copyrights, works of authorship, copyrightable works (including, but not limited to, Software), designs, data and database rights and registrations and applications for registration thereof, including moral rights of authors; (d) inventions, invention disclosures, and statutory invention registrations, whether or not reduced to practice; (e) trade secrets, know-how, processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans, and Customer and supplier lists and information, and other proprietary information or materials, whether patentable or nonpatentable and whether copyrightable or noncopyrightable; and (f) other intellectual property and proprietary rights relating to any of the foregoing (including remedies against infringement thereof and rights of protection of interest therein under the Laws of all jurisdictions), including, but not limited to, rights to recover for past, present and future violations thereof.
(21) “IRS” means the Internal Revenue Service or any successor agency thereto.
(22) “Knowledge” means the actual knowledge of the Seller after reasonable inquiry; and (ii) with respect to Buyer, the actual knowledge of the Buyer, after reasonable inquiry.
(23) “Law” or “Laws” means all laws, statutes, ordinances, rules, and regulations of any Governmental Authority, including all orders, judgments, injunctions, awards, decisions, or decrees of any court having effect of law.
(24) “Liability” or “Liabilities” means any liability, claim, loss, Damage, deficiency, cost, expense, Tax, debt, obligation, or responsibility, either accrued, absolute, contingent, mature, unmatured or otherwise and whether known or unknown, fixed, or unfixed, choate or inchoate, liquidated, or unliquidated, secured, or unsecured.
(25) “Material Adverse Effect” means any fact, event, circumstance or effect that (individually or when considered in the aggregate with all other such facts, events, circumstances or effects) would reasonably be expected to result in, a material adverse effect on, or a material adverse change to, the financial condition, results of operations or technology as currently conducted, or the right or ability of Seller to consummate the transactions contemplated hereby.
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(26) “Permits” means all permits, licenses, franchises, accreditations, approvals, authorizations, insurance and other registrations, certificates, variances, and similar rights obtained, or required to be obtained, from Governmental Authorities or, in the case of any accreditations, any private accrediting body.
(27) “Person” means any person, limited liability company, partnership, trust, unincorporated organization, corporation, association, joint stock company, business, Governmental Authority, or other entity.
(28) “Proceeding” means any judicial or administrative action, arbitration, claim, demand, hearing, investigation, litigation, proceeding or suit, whether civil, criminal, or administrative, and whether commenced, brought, conducted, or heard by or before any Governmental Authority or arbitrator.
(29) “Representatives”, with respect to any Person, means the directors, officers, employees, consultants, agents, or other representatives thereof (including legal counsel, accountants, financial advisors, investment bankers and brokers).
(30) “Seller” has the meaning given to such term in the Preamble.
(31) “Seller Indemnified Party” means Seller, its Affiliates, and their respective successors and assigns, and the officers, directors, employees, stockholders and members of Seller and its Affiliates.
(32) “Software” means computer software code, applications, utilities, development tools, diagnostics, databases, and embedded systems, whether in source code, interpreted code or object code form.
(33) “Tax” or “Taxes” means any tax or duty or similar governmental fee, levy, assessment or charge of any kind whatsoever imposed by a Governmental Authority, including, without limitation, all income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, unclaimed property, escheat, sales, use, transfer, registration, alternative or add-on minimum, or estimated tax, together with any penalties, additions to tax or additional amounts arising with respect to the foregoing or the obligation to file Tax Returns, and any interest on any of the foregoing.
(34) “Tax Return” means any report, return, statement, claim for refund, election, declaration, or other information with respect to any Tax required to be filed or actually filed with a taxing authority, including any schedule or attachment thereto, and including any amendment thereof.
(35) “Trademarks” means any trademarks (whether or not registered), service marks, trade dress, trade names, logos, Domain Names, URLs, corporate names, doing business as designations (DBAs), and fictitious names, together with all of the goodwill of the business symbolized thereby.
(36) “Transaction Agreements” means this Agreement and each of the other agreements, certificates, documents, and instruments contemplated hereby and thereby, including all Annexes, Schedules, and Exhibits attached hereto and thereto.
(37) “Transfer Taxes” means any transfer, documentary, sales, use, stamp, registration or other similar Taxes and fees, together with any penalties, additions to tax or additional amounts arising with respect to the foregoing or the obligation to file Tax Returns, and any interest on any of the foregoing.
1.3 Interpretations. Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions:
All references herein to Articles, Sections, Exhibits and Schedules are to Articles and Sections of and Exhibits and Schedules attached to and forming part of this Agreement, unless the contrary is specifically stated.
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(1) The headings of the Articles, Sections and subsections of this Agreement and the headings contained in the Exhibits and Schedules hereto are inserted for convenience of reference only and shall not in any way define or affect the meaning, construction, or scope of any of the provisions hereof or thereof;
(2) A defined term has its defined meaning throughout this Agreement and each Exhibit and Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(3) In the event of any conflict between the main body of this Agreement and the Exhibits and Schedules hereto, the provisions of the main body of this Agreement shall prevail;
(4) Except where specifically stated otherwise, any reference to any statute, regulation, rule, or agreement shall be a reference to the same as amended, supplemented, or re-enacted from time to time;
(5) Whenever the words “include,” “including,” or “includes” appear in this Agreement, they shall be read as if followed by the words “without limitation” or words having similar import;
(6) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa;
(7) A reference to any agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated, or replaced, from time to time, except to the extent prohibited by this Agreement or that other agreement or document;
(8) A reference to any party to this Agreement or another agreement or document includes the party’s permitted successors and assigns;
(9) A reference to a writing includes a facsimile transmission of it and any means of reproducing of its words in a tangible and permanently visible form;
(10) A reference to a statute, regulation or law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated there under;
(11) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
(12) Unless otherwise specified, all references to a specific time of day in this Agreement shall be based upon Central Standard Time or Central Daylight Savings Time, as applicable on the date in question;
(13) References to “$” or to “dollars” shall mean the lawful currency of the United States of America;
(14) No action shall be required of the Parties except on a Business Day and in the event an action is required on a day which is not a Business Day, such action shall be required to be performed on the next succeeding day which is a Business Day;
(15) All references to “day” or “days” shall mean calendar days unless specified as a “Business Day;” and,
(16) Time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the time period commences and including the day on which the time period ends and by extending the period to the next Business Day following if the last day of the time period is not a Business Day.
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ARTICLE II
PURCHASE AND SALE OF ACQUIRED ASSETS
2.1 Acquired Assets. At the Closing, on the terms and subject to the conditions of this Agreement, and on the basis of the representations, warranties, covenants, and agreements herein contained, Seller hereby agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer hereby agrees to purchase, accept, and take from Seller, all of the Acquired Assets to the extent that such assets, properties and rights exist as of the Closing Date as set forth on Schedule 1.1, free and clear of any Encumbrances.
2.2 Excluded Assets. Except for the Acquired Assets subject to Section 2.1, Buyer expressly acknowledges and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning, the Excluded Assets, if any, as specifically set forth on Schedule 2.2.
2.3 Excluded Liabilities. Except as expressly set forth in Section 2.4, Buyer shall not assume, whether as a transferee or successor, by contract, operation of law or otherwise, and Seller shall remain liable for, any and all Liabilities of Seller of any kind whatsoever, whether known, unknown, liquidated, or contingent, whether presently in existence or arising or asserted hereafter. Buyer shall not assume, whether as a transferee or successor, by contract, operation of law or otherwise, and Seller shall remain liable for, all Excluded Liabilities.
2.4 Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform, and discharge the liabilities and obligations attributable to Buyer’s ownership or operation of the Acquired Assets after the Closing (as defined below) (collectively, the “Assumed Liabilities”).
2.5 Purchase Price;Restrictions.
(a) Purchase Price. The purchase price (“Purchase Price”) to be paid by Buyer for the Acquired Assets shall be 100,000 shares of the Company’s Series F Preferred Stock (the “Series F Stock”) with state value of $110 per share, which shall be issued to Seller, or its assigns, concurrently with the Closing hereof. Also at Closing, Seller shall submit all 100,000 shares of Series D Preferred Stock, issued for the prior license pertaining to the Assets, back to the Buyer for cancellation. The features of the Series F Preferred Stock are set forth in the Certificate of Designation filed with the State of Nevada and included in Exhibit B.
(b) Restrictions. The shares of Series F Stock to be issued by Buyer pursuant to this Agreement have not been registered and are being issued pursuant to a specific exemption under the Securities Act, as well as under certain state securities laws for transactions by an issuer not involving any public offering or in reliance on limited federal preemption from such state securities registration laws, based on the suitability and investment representations made by the Seller to Buyer. The shares to be issued by Buyer to Seller pursuant to this Agreement must be held and may not be sold, transferred, or otherwise disposed of for value unless such securities are subsequently registered under the Securities Act or an exemption from such registration is available, and that the certificates representing the shares issued pursuant to this Agreement will bear a legend in substantially the following form so restricting the sale of such securities:
| The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act. The securities have been acquired for investment and may not be sold or transferred without complying with Rule 144 in the absence of an effective registration or other compliance under the Securities Act. |
2.6 Allocation of Purchase Price. The Purchase Price and the Assumed Liabilities (and other relevant items) shall be allocated for Tax purposes among the Acquired Assets in a manner as shall be mutually agreed by the Parties. Buyer and Seller agree to complete and file Form 8594, and any other required reports in accordance with Section 1060 of the Code, with their respective federal income Tax Returns for the Tax year in which the Closing Date occurs (and any amended Form 8594, if necessary) in a manner consistent with any such agreed upon allocation.
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2.7 Fair Market Value. The Parties hereby declare that the Purchase Price is consistent with the fair market value and has not been determined in any manner that takes into account, directly, or indirectly, the
(i) volume or value of any business generated by either Party; (ii) volume or value of the services to performed by Buyer; or (iii) the gross or net revenues potentially generated by Buyer resulting from the transaction under this Agreement.
ARTICLE III
CLOSING
3.1 Time and Place of the Closing. Subject to the terms and conditions of this Agreement, the Closing shall take place remotely via the exchange of signatures on or before April 30, 2025, or at such other time, date or place as Seller and Buyer may mutually determine (“Closing Date”). The Closing shall be deemed effective as of 12:00 a.m. (Pacific Standard Time) on the Closing Date (“Effective Time”).
3.2 Closing Deliveries of Seller. In addition to the other covenants set forth in this Agreement, on or prior to the Closing, Seller shall have delivered to Buyer the following:
(a) a certificate of Seller’s secretary or an assistant secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by Seller’s board of directors and authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(b) If requested, a Uniform Commercial Code, tax and judgment lien search results, dated as of a date reasonably close to the Closing, with respect to any Encumbrances on the Acquired Assets from its jurisdiction of organization and each other jurisdiction in which such Seller is qualified to do business or where any Acquired Assets are located, along with evidence reasonably satisfactory to Buyer that any Encumbrances (other than Permitted Encumbrances) on the Acquired Assets have been released and discharged;
(c) a duly executed counterpart to the Bill of Sale, Assignment, and Assumption Agreement in the form attached hereto as Exhibit A (“Bill of Sale”); and
(d) such other bills of sale, deeds, assignments, certificates of title and other documents of transfer as may be reasonably requested by Buyer in order to convey to Buyer good and marketable title to all of the Acquired Assets, free and clear of all Encumbrances, except for the Permitted Encumbrances, and in order to carry out the intentions and purposes of this Agreement and the Transaction Agreements.
3.3 Closing Deliveries of Buyer. In addition to the other covenants set forth in this Agreement, on or prior to the Closing, Buyer shall have delivered to Seller the following:
(a) the electronic delver of the shares of Series F Stock representing the Purchase Price;
(b) a certificate of Buyer’s secretary or an assistant secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by Buyer’s board of directors and authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Seller represents and warrants to Buyer as of the date of this Agreement as follows:
4.1 Organization and Corporate Power. Seller is a sole proprietor, validly existing and in good standing under the Laws of New Jersey and has the requisite corporate power and authority to own, lease and operate all its properties and assets and to carry on its business as it is currently being conducted. Seller is qualified or registered to do business and is in good standing (to the extent such concept or a comparable status is recognized) in each other jurisdiction where the nature of its business requires such qualification or registration, except where the failure to be so qualified, registered or in good standing would not reasonably be expected to result in a Material Adverse Effect.
4.2 Authority for Agreement. Seller has full corporate power and authority to enter and perform its obligations under this Agreement to which Seller is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and any other transaction agreement to which Seller will be a party and the consummation by Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action. No other corporate action on the part of Seller or any shareholder, officer, director, or other governing body of the foregoing is necessary to approve and authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and assuming the due execution and delivery by Buyer are legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the enforcement of creditors’ rights in general and general principles of equity.
4.3 No Violations to Result. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby and thereby and the fulfillment by Seller of the terms hereof and thereof, do not and will not: (a) violate or breach in any material respect or constitute a default under (or event which, with the giving of notice or lapse of time, or both, would become a default under), accelerate or permit the acceleration of the performance required by (i) any of the terms of the certificate of incorporation, by-laws or equivalent organizational documents or any resolution adopted by any of the members or managers of Seller, (ii) any material Contract to which Seller is a party relating to the Acquired Assets or (iii) any Law applicable to Seller; except in each case of (ii) and (iii) as would not reasonably be expected to result in a Material Adverse Effect; (b) give any Person the right to cancel, terminate or modify any material Contract to which Seller is a Party relating to the Acquired Assets; (c) give any Governmental Authority or other Person the right to prohibit any of the transactions contemplated by this Agreement; (d) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, modify, or terminate any requisite permits or licenses; (e) require on the part of Seller to make any notice to, filing with, or consent of, any Governmental Authority with respect to any requisite permits or licenses; or (f) result in the creation or imposition of any Encumbrance upon any of the Acquired Assets. No notice to, filing with or consent of any Person is necessary in connection with, and no “change of control” provision in any material Contract to which Seller is a Party relating to the Acquired Assets is, or will be, triggered by, the authorization, approval, execution, delivery or performance by Seller of this Agreement and the Transaction Agreements or the consummation by Seller of the transactions contemplated hereby or thereby.
4.4 Taxes.
(a) Seller has filed (or has had filed on its behalf) on a timely basis (after giving effect to any extensions of time to file) all Tax Returns required to have been filed with respect to the Acquired Assets, and all such Tax Returns are correct and complete in all material respects. Seller has not requested or been granted any extension of time within which to file any Tax Return with respect to the Acquired Assets, which Tax Return has not since been filed.
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(b) All Taxes required to have been paid by Seller with respect to the Acquired Assets (whether or not shown on any Tax Return) have been paid on a timely basis, except with respect to matters contested in good faith. There are no Encumbrances for Taxes on any of the Acquired Assets other than Permitted Encumbrances.
(c) Seller has withheld and paid over all Taxes with respect to the Acquired Assets required to have been withheld and paid over and complied with all information reporting and backup withholding requirements with respect to the Acquired Assets, in connection with amounts paid or owing to any employee, independent contractor, creditor or any other third party.
(d) There is no taxable income relating to the Acquired Assets that will be required under applicable Law to be reported by Buyer or any of its Affiliates for any period after the Closing Date which taxable income was realized (or reflects economic income arising) prior to the Closing Date.
4.5 Assets. The seller has good and marketable title to all of the Acquired Assets, free and clear of Encumbrances other than Permitted Encumbrances. No other Customer of Seller has claimed in writing to Seller any ownership in any of the Acquired Assets. Upon the Closing, Buyer will acquire exclusive, good, and marketable title to the Acquired Assets, free and clear of all Encumbrances of any kind or nature, other than Permitted Encumbrances. The tangible assets included in the Acquired Assets are, in all material respects, in good working order and condition, ordinary wear and tear excepted. True, complete, and correct copies of all leases of personal property and equipment included in the Acquired Assets have been provided or made available to Buyer.
4.6 Litigation. There is no Proceeding pending or to Seller’s Knowledge threatened in writing against the Acquired Assets before any Governmental Authority that if determined adversely to Seller would be reasonably expected to have a Material Adverse Effect. To Seller’s Knowledge, neither Seller, nor any of its officers, are subject to or in default with respect to any material notice, order, writ, injunction or decree of any Governmental Authority or arbitration tribunal relating to the Acquired Assets. There is no Proceeding by Seller relating to the Acquired Assets pending, or which Seller has commenced meaningful and material preparations to initiate, against any other Person that would be reasonably expected to have a Material Adverse Effect.
4.7 CompliancewithLaws.
(a) Seller has complied in all material respects with, is not in material violation of, and has not received any written notices of a material violation with respect to, any Laws applicable to the operations of the Acquired Assets as currently conducted.
(b) Seller maintains all material Permits from any Governmental Authority necessary to carry on the operations of the Acquired Assets as presently conducted. All Permits are in full force and effect (and shall remain in full force and effect immediately after giving effect to the transactions contemplated hereby), and Seller is in material compliance with the terms thereof. Seller has fulfilled and performed all its obligations with respect to the Permits in all material respects and no event has occurred which allows, or after notice or lapse of time would reasonably be expected to allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any Permit.
(c) Seller and to Seller’s Knowledge each officer, director, or employee of Seller: (i) has not been convicted of a criminal offense; and (ii) is not under sanction, exclusion, or investigation (civil or criminal) related the operations of the Acquired Assets.
4.8 Intellectual Property. Seller is the sole and exclusive owner of, or has, a valid and enforceable right to use all of the intellectual property, free and clear of any Encumbrances other than Permitted Encumbrances; and, to Seller’s Knowledge, Seller is not a party to any material Proceeding, nor is any material Proceeding threatened in writing, against Seller, that involves a claim of infringement, unauthorized use, or violation of, or challenging the ownership, right to use, sell, distribute, license or sublicense, validity, or enforceability of any intellectual property in any material respect.
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4.9 Brokers. No Person has been retained by or is authorized to act on behalf of Seller who is entitled to any fee or commission as an investment banker, finder, or broker in connection with the transactions contemplated by this Agreement.
4.10 No Further Representations. Seller does not make any representations or warranties to Buyer except as contained in this Agreement, and any and all statements made or information communicated by Seller outside of this Agreement whether verbally or in writing, are deemed to have been superseded by this Agreement, it being intended that no such prior or contemporaneous statements or communications outside of this Agreement shall survive the execution and delivery of this Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
As a material inducement to Seller to enter into this Agreement and to consummate the transactions contemplated hereby Buyer represents and warrants to Seller as of the date of this Agreement as follows:
5.1 Organization. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada and has the requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. Buyer is qualified or registered to do business and is in good standing (to the extent such concept or a comparable status is recognized) in each other jurisdiction where the nature of its business requires such qualification or registration, except where the failure to be so qualified, registered or in good standing would not reasonably be expected to result in a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement.
5.2 Authority for Agreement. Buyer has full corporate power and authority to enter and perform its obligations under this Agreement to which Buyer is or will be a party and to consummate the transactions contemplated hereby and thereby. The board of directors of Buyer has duly and validly authorized the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby. No other corporate action on the part of Buyer or the board of directors of Buyer or any shareholder, officer, director, or other governing body of the foregoing is necessary to approve and authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby. This Agreement to which Buyer is a party has been duly executed and delivered by Buyer and, assuming the due execution and delivery by each other Party hereto and thereto, are legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights in general and general principles of equity.
5.3 No Violations to Result. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby and the fulfillment by Seller of the terms hereof and thereof, do not and will not: (a) violate or breach in any material respect or constitute a default under (or event which, with the giving of notice or lapse of time, or both, would become a default under), accelerate or permit the acceleration of the performance required by: (i) any of the terms of the articles of organization, bylaws, operating agreement or equivalent organizational documents, or any resolution adopted by any of the shareholders or directors of Buyer, (ii) any Contract to which Buyer is bound, or (iii) any Law applicable to Buyer; (b) give any Person any rights to accelerate performance or maturity, to declare a default or to exercise any remedy, under any Contract to which Buyer is bound or to cancel, terminate or modify any such Contract; (c) give any Governmental Authority or other Person the right to prohibit any of the transactions contemplated by this Agreement; (d) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, modify or terminate any Permit held by Buyer that is necessary to own the Acquired Assets; (e) require on the part of Buyer to make any notice to, filing with, or consent of, any Governmental Authority with respect to any Permit held by Buyer; or (f) result in the creation or imposition of any Encumbrance upon any of its material assets or the Acquired Assets on or after the Closing Date. No notice to, filing with, or consent of, any Person is, or will be, triggered by, the authorization, approval, execution, delivery or performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby or thereby, except where the obligation to make such notice, filing or consent would not reasonably be expected to result in a material adverse effect on the financial condition, business, results of operations or technology of the Buyer or the right or ability of Buyer to consummate the transactions contemplated by this Agreement.
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5.4 Litigation. There is no Proceeding pending or to Buyer’s Knowledge threatened against, by or affecting Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement.
5.5 Solvency. Buyer is not entering into this Agreement with the intent to hinder, delay or defraud any Person to which any of Buyer or Seller is, or may become, indebted. Immediately after the Closing and after giving effect to this Agreement and the other transactions contemplated hereby and thereby, Buyer will not be rendered insolvent (i.e., its financial condition is such that the sum of its debts is less than the fair value of its assets and the present fair salable value of its assets will be more than the amount required to pay its probable liability on debts as they become absolute and matured, including a reasonable estimate of the amount of all contingent liabilities).
5.6 Due Diligence. Buyer has conducted its own independent investigation, review, and analysis of the Acquired Assets, and acknowledges that it has been provided adequate access to the assets, books and records, and other documents and data of Seller for such purpose. Buyer acknowledges and agrees that it is relying (and will rely) solely on such investigations and inquiries, and the express representations and warranties of Seller set forth in this Agreement for all matters related to this Agreement.
5.7 Brokers. No Person has been retained by or is authorized to act on behalf of Buyer who is entitled to any fee or commission as an investment banker, finder, or broker in connection with the transactions contemplated by this Agreement.
5.8 No Further Representations. Buyer makes no further representations or warranties to Seller except as contained in this Article V, and any and all statements made or information communicated by Buyer or any of its Representatives outside of this Agreement (including by way of the documents provided in response to written diligence requests and any management presentations provided), whether verbally or in writing, are deemed to have been superseded by this Agreement, it being intended that no such prior or contemporaneous statements or communications outside of this Agreement shall survive the execution and delivery of this Agreement.
ARTICLE VI
ADDITIONAL AGREEMENTS
6.1 Access to Properties and Records. After the Closing Date, Seller shall provide Buyer and its Representatives with reasonable access, subject to applicable Law, at reasonable times, on reasonable notice and during ordinary business hours to Seller’s personnel and such information related to the Acquired Assets in Seller’s possession or control as is reasonably necessary for financial reporting, human resources, contract administration, audit, regulatory compliance and accounting matters, the preparation and filing of any Tax Returns, reports or forms, or the defense of any Tax claim or assessment or other litigation, and Buyer and its Representatives shall be permitted to make extracts from, or take copies of, any books, records or other documentation related to the Acquired Assets as may be reasonably necessary for any such purposes; provided, that, the foregoing shall not require Seller to disclose any information of Seller or the Acquired Assets subject to attorney-client privilege or to the extent that such disclosure would contravene any applicable Law. For a period of three (3) years after the Closing Date, Seller shall maintain the books and records in existence as of the Closing Date relating to the Acquired Assets that it retains following the Closing Date.
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6.2 Governmental Approvals and Consents. At all times from the Closing Date and running until all Governmental Authority approvals are obtained concerning the transfer of the Acquired Assets from Seller to Buyer, each of Buyer and Seller shall, at their own sole cost and expense, as promptly as possible to make, or cause or be made, all applications, filings and submissions required under any Law applicable to such Acquired Assets, if any.
6.3 Further Assurances. Subject to the other provisions hereof, from and after the Execution Date, at the request of any Party and without further consideration, except as otherwise stated below, each Party agrees to take, or cause to be taken, all actions, and to do, or cause to be done as promptly as practicable, all things reasonably necessary, proper, or advisable to consummate and make effective the Asset Purchase and the transactions contemplated hereby. Without limiting the foregoing, the Parties shall execute such further documents, deeds, bills of sale, assignments and assurances and take such further actions as may reasonably be required by the other Party or Parties hereto to consummate the Asset Purchase and to vest Buyer with full title to all of the Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances, in accordance with the terms of this Agreement, and, to the fullest extent permitted by Law or contract, to put Buyer in actual possession and operating control of the Acquired Assets.
6.4 Acquired Assets; Failure to Obtain Required Approval. If any Acquired Assets are not assignable or transferable (each, a “Non-Transferable Asset”) without consent of a third party thereto, and if any such consent was not obtained on or prior to the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Asset, and Buyer or its designee(s) shall not assume Seller’s rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Acquired Assets), and instead the Parties shall use commercially reasonable efforts to obtain any such consent as soon as reasonably practicable after the Closing Date and thereafter shall transfer and assign to Buyer such Non-Transferable Assets for no additional consideration. Following any such assignment or transfer, such Non-Transferable Assets shall be deemed Acquired Assets for purposes of this Agreement.
6.5 Non-Disparagement. Each Party shall not, and shall use its commercially reasonable efforts to cause its directors, managers, officers, employees and Affiliates not to, disparage or make any false or inaccurate statements (whether in oral, written, electronic or other form) to any media source, industry member-company or group, or financial institution regarding the other Party or such other Party’s Affiliates; provided, however, that the foregoing shall not prohibit the making of truthful statements in the course of sworn testimony in Proceedings (including, without limitation, depositions in connection with such Proceedings) or otherwise as required by Law.
ARTICLE VII
CONDITIONS TO OBLIGATION TO CLOSE
7.1 Conditions to Obligation of Buyer. The obligation of Buyer to consummate the transactions contemplated hereby is subject to satisfaction or Buyer’s written waiver, at or prior to Closing, of the following conditions:
(a) Representations and Warranties. Each of the representations and warranties set forth herein above shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty shall have been true and correct as of such date), except where the failure of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.
(b) Performance by Seller. Seller shall have performed and complied in all material respects with all its covenants, agreements, and obligations hereunder through the Closing.
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(c) Delivery of Closing Documents. Seller shall have delivered to Buyer each of the items listed in Section 3.2 at or before the Closing.
7.2 Conditions to Obligations of Seller. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or Seller’s written waiver, at or prior to Closing, of the following conditions:
(a) Representations and Warranties. Each of the representations and warranties set forth in Article VII above shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty shall have been true and correct as of such date).
(b) Performance by Buyer. Buyer shall have performed and complied in all material respects with all its covenants, agreements, and obligations hereunder through the Closing.
(c) Delivery of Closing Documents. Buyer shall have delivered to Seller each of the items listed in Section 3.3 at or before the Closing.
ARTICLE VIII
SURVIVAL AND INDEMNIFICATION
8.1 Indemnification by Seller. Seller covenants and agrees to indemnify, protect, and hold each of the Buyer Indemnified Parties harmless from, against and in respect of all Damages suffered, sustained, incurred or paid by any Buyer Indemnified Party, in each case in connection with, resulting from or arising out of: (a) the breach of any representation or warranty made by Seller set forth in this Agreement; (b) the breach of any covenant or agreement on the part of Seller set forth in this Agreement; and (c) any Excluded Asset or Excluded Liability.
8.2 Indemnification by Buyer. Buyer covenants and agrees to indemnify, protect and hold each of the Seller Indemnified Parties harmless from, against and in respect of all Damages suffered, sustained, incurred or paid by any Seller Indemnified Party, in each case in connection with, resulting from or arising out of: (a) the breach of any representation or warranty made by Buyer set forth in this Agreement; (b) the breach of any covenant or agreement on the part of Buyer set forth in this Agreement; and (c) any other Liability (other than Excluded Liabilities) attributable to Buyer’s ownership or operation of the Acquired Assets after the Closing.
8.3 Cooperation. From and after the delivery of a notice of a claim for indemnification under thisArticle XIII, Buyer, on the one hand, and Seller, on the other hand, shall reasonably cooperate with and grant the other Parties and their respective Representatives reasonable access, during normal business hours, to the books, records, personnel, and properties of such Party to the extent reasonably related to such claim. no Party shall have any obligation to make available any information if making such information available would (a) jeopardize any attorney-client privilege, or (b) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which such Party is a party) (it being understood that each Party shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to occur without contravening such Law, duty or agreement).
8.4 Survival of Representations, Warranties, and Covenants. All representations, warranties, and covenants contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of fifteen (15) months after the Closing Date, and shall thereafter expire; provided, however, that (a) the Excluded Representations shall survive for thirty (30) days after the expiration of the applicable statute of limitations and (b) claims based on Fraud shall survive without limitation (as applicable, the “Survival Period”). Except as provided herein, no claim for indemnification for a breach of representation or warranty may be made under this Article VIII after the expiration of the applicable Survival Period. Notwithstanding the foregoing, any representation, warranty, and covenant with respect to which a claim has been duly made under this Article VIII for breach thereof prior to the end of the applicable Survival Period otherwise applicable to such representation, warranty and covenant shall survive until such claim is resolved.
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ARTICLE IV
MISCELLANEOUS
9.1 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon Seller, Buyer and their respective successors and permitted assigns; provided, however, that no Party shall make any assignment of this Agreement or any interest herein without the prior written consent of the other Parties, and any such purported assignment without such prior written consent shall be void and of no force or effect; provided, however, that Buyer may assign all or any of its respective rights and obligations hereunder, upon reasonable written notice to Seller, (i) after the Closing, in connection with a merger, consolidation or sale of all or substantially all of the assets of Buyer, or (ii) as collateral security to any lender to Buyer. Any such assignment will not relieve the Party making the assignment from any Liability under this Agreement. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.
9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed entirely within such State. Each of the Parties hereto (i) hereby submits itself to the exclusive jurisdiction of any federal court located in the State of Nevada or any Nevada state court having subject matter jurisdiction in the event any dispute arises out of this Agreement in either case located in Clark County, Nevada, (ii) agrees that venue will be proper as to Proceedings brought in any such court with respect to such a dispute, (iii) will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and
(iv) agrees to accept service of process at its address for notices pursuant to this Agreement in any such action or Proceeding brought in any such court.
9.3 Severability. Each section, subsection and lesser section of this Agreement constitutes a separate and distinct undertaking, covenant and/or provision hereof. In the event that any provision of this Agreement shall finally be determined to be unlawful, such provision shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect; provided, however, that upon such determination that any term or other provision is unlawful, the Parties hereto shall modify this Agreement so as to effect the original intent of the Parties as closely as possible in a legally valid manner in order that each transaction contemplated hereby is consummated as originally contemplated to the greatest extent possible.
9.4 Amendment. This Agreement may be amended, supplemented, or modified only by execution of a written instrument signed by Buyer and Seller.
9.5 Waiver. Either Buyer (with respect to Buyer), on the one hand, or Seller (with respect to Seller), on the other hand, may to the extent permitted by applicable Law (a) extend the time for the performance of any of the obligations or other acts of Seller or Buyer, as applicable, (b) waive any inaccuracies in the representations and warranties of Seller or Buyer, as applicable, contained herein or in any document delivered pursuant hereto, or (c) waive compliance with any of the agreements of Seller or Buyer, as applicable, contained herein. No such extension or waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party extending the time of performance or waiving any such inaccuracy or non-compliance. No waiver by any Party of any term of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term of this Agreement on any future occasion.
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9.6 Notices. All notices, requests, consents, waivers and other communications required or permitted to be given hereunder shall be in writing or by facsimile or by email and shall be deemed to have been duly given (a) if personally delivered, upon delivery or refusal of delivery, (b) if mailed by registered or certified United States mail, return receipt requested, postage prepaid, upon delivery or refusal of delivery, (c) if sent by a nationally recognized overnight delivery service, upon delivery or refusal of delivery, or (d) if sent by email, upon transmission if during normal business hours on a Business Day or upon the opening of business on the subsequent Business Day if transmitted after normal business hours. All notices, consents, waivers, or other communications required or permitted to be given hereunder shall be addressed to such address as set forth on the signature page hereof or at such other address or addresses as the Party addressed may from time to time designate in writing pursuant to notice given in accordance with this Section 9.6.
9.7 Expenses. Except as otherwise provided hereunder, all costs and expenses of Seller (including, without limitation, financial advisory fees, legal fees and expenses, broker and finder fees, and fees and expenses of accountants) incurred by Seller in connection with the transactions contemplated hereby shall be borne by Seller, and all costs and expenses of Buyer (including, without limitation, financial advisory fees, legal fees and expenses, broker and finder fees, and fees and expenses of accountants) incurred by Buyer in connection with the transactions contemplated hereby shall be borne by Buyer.
9.8 Mutual Drafting. This Agreement is the mutual product of the Parties, and each provision hereof has been subject to the mutual consultation, negotiation, and agreement of each of the Parties, and shall not be construed for or against any Party hereto, but according to the application of the rules of interpretation of contracts. Each Party waives the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.
9.9 Further Representations. Each Party acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each Party further represents that it is being independently advised as to the Tax or securities consequences of the transactions contemplated by this Agreement and is not relying on any representations or statements made by any other Party as to such Tax and securities consequences.
9.10 Gender. Unless the context clearly indicates otherwise, where appropriate the singular shall include the plural and the masculine shall include the feminine or neuter, and vice versa, to the extent necessary to give the terms defined herein and/or the terms otherwise used in this Agreement the proper meanings.
9.11 Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
9.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which when executed and delivered shall be deemed an original and all of which, taken together, shall constitute one and the same agreement. This Agreement and any document or schedule required hereby may be executed and delivered by facsimile or electronic mail of a “.pdf” data file, which shall be considered legally binding for all purposes.
9.13 Entire Agreement; Amendments. This Agreement, those documents expressly referred to herein, including all appendices, exhibits and schedules hereto, and the other documents of even date herewith, embody the complete agreement and understanding among the Parties and supersede and preempt any prior understandings, agreements, or representations by or among the Parties, written or oral, which may have related to the subject matter hereof.
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IN WITNESS WHEREOF, each Party hereto has signed, or has caused to be signed by its officer thereunto duly authorized, this Agreement as of the Execution Date.
Authentic Holdings, Inc.
| By: |
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| Name: | Chris Giordano |
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| Title: | President |
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Goliath Motion Picture Promotions
| By: |
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Name: |
Priscella Cooper |
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| Title: | Sole Owner |
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| Priscella Cooper, individually |
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EXHIBITS
| Exhibit A | Bill of Sale, Assignment, and Assumption Agreement |
| Exhibit B | Certificate of Designation for the Series F Preferred Stock |
SCHEDULES
| Schedule 1.1 | Acquired Assets |
| Schedule 1.2 | Specified Excluded Assets |
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EXHIBIT A
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
This BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into as of April 29, 2025, (the “Execution Date”) by and among, Authentic Holdings, Inc., a Nevada corporation (“Buyer”), Goliath Motion Picture Promotions a sole proprietorship (“GMPP”) and Priscella Cooper, an individual (“Cooper”) and the sole owner of GMPP (collectively, GMPP and Cooper are hereinafter referred to as the “Seller”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of March __, 2025, by and between Seller and Buyer, Buyer has agreed to purchase from Seller and Seller has agreed to sell, transfer, assign, convey, and deliver to Buyer the “Acquired Assets” (as such term is defined in the “Asset Purchase Agreement”). All other capitalized terms used, but not defined, herein shall also have those meanings assigned to them in the Asset Purchase Agreement.
NOW, THEREFORE, pursuant to the Asset Purchase Agreement and in consideration of the premises set forth therein, and for good and valuable consideration as set forth therein, the receipt and adequacy of which are hereby acknowledged, Seller and Buyer hereby agree as follows:
1. Transfer and Assignment of the Acquired Assets. In accordance with, and subject to, all the terms and conditions of the Asset Purchase Agreement, Seller hereby irrevocably sells, assigns, grants, conveys, transfers, and delivers (the “Transfer”) to Buyer, its successors and assigns, all of Seller’s right, title, and interest in and to the Acquired Assets.
2. Assumed Liabilities. In consideration for the Transfer of the Acquired Assets on the date hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer, by this Agreement, hereby assumes and becomes responsible for all liabilities and obligations with respect to, and becomes fully responsible for, the assumed liabilities, if any.
3. Waiver of Moral Rights. Except to the extent that any such waiver is prohibited by law, Seller hereby waives the benefits of any provision of law known as “moral rights” or any similar law in any country of the world (including under Section 106A of the U.S. Copyright Act of 1976, as amended) and agrees not to institute, support, maintain or permit any action or lawsuit on the ground that any Asset or any version of any Acquired Assets used, modified or exploited by Buyer, its assignees or licensees, in any way constitutes an infringement of any of Seller’s moral rights or is in any way a defamation or mutilation of such Acquired Assets or any part thereof or contains unauthorized variations, alterations, modifications, changes or translations.
4. Further Assurances. If at any time at or after the date hereof Buyer either considers or is advised that any deed, other instrument of conveyance or Transfer, assignment, assumption or assurance or other documentation or the taking of any other act is necessary, desirable, or proper to vest, perfect or confirm in Buyer, its successors or assigns, of record or otherwise, the title to any of the Acquired Assets, Seller agrees, at Buyer’s expense, to execute and deliver all such reasonable deeds, instruments, assignments, assumptions, assurances and documents and to do all things reasonably necessary, desirable or proper to vest, perfect or confirm title to such Assets in Buyer, its successors or assigns, and otherwise to carry out the purposes of this Agreement. Seller agrees, at Buyer’s expense, to assist Buyer, its successors or assigns, in every proper way to protect Buyer’s, its successors or assigns’, rights in the Acquired Assets throughout the world, including, without limitation, executing in favor of Buyer, its successors or assigns, patent, copyright, and other applications and assignments relating to the Assets.
5. Validity of Ownership. Seller agrees not to challenge the validity of the ownership by Buyer, its successors, and assigns, of any of the Acquired Assets.
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6. Delivery. Seller hereby represents that all Acquired Assets and components thereof have been delivered to Buyer as of the date hereof; provided, however, that from and after the date hereof, if Seller becomes aware of any Acquired Assets in its possession that was not delivered to Buyer as of the date hereof, Seller shall, at Seller's expense, promptly notify Buyer of any such Acquired Assets, and deliver any such Acquired Assets to Buyer in accordance with Buyer's reasonable instructions. Seller's failure to deliver any Acquired Assets hereunder shall, under no circumstances, give rise to any monetary damages or liability whatsoever under this Agreement, and Seller's only obligations (and Buyer's only remedy) under this Agreement is to cause the prompt delivery of such Acquired Assets to Buyer.
7. Counterparts. This Agreement may be executed by facsimile and in multiple counterparts, which, when taken together, shall be deemed a single original instrument.
8. Governing Law. The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Nevada, with no effect given to the principles of conflicts of law.
9. Succession and Assignment. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. No party may assign any of its rights or obligations hereunder without the express written consent of the other parties hereto, which consent may not be unreasonably withheld or delayed.
10. Entire Agreement. This Agreement and the Asset Purchase Agreement: (i) set forth the entire agreement of the parties respecting the subject matter hereof, (ii) supersede any prior and contemporaneous understandings, agreements, or representations by or among the parties, written qr oral, to the extent they relate in any way to the subject matter hereof, and (iii) may not be amended orally, and no right or obligation of any party may be altered, except as expressly set forth in a writing signed by the parties thereto.
IN WITNESS WHEREOF, each Party hereto has signed, or has caused to be signed by its officer thereunto duly authorized, this Agreement as of the Execution Date.
Authentic Holdings, Inc.
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| Name: | Chris Giordano |
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| Title: | President |
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Goliath Motion Picture Promotions, Inc
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Name: |
Priscella Cooper |
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| Title: | Sole Owner |
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| Priscella Cooper, individually |
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Schedule 1.1
Acquired Assets
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Acquired Assets:
Process documentation - Documentation developed or commissioned and owned by the Seller relating to products, services, processes, business models or solutions. Includes manuals, drawings, diagrams, manufacturing specifications, tables, charts and plans, templates, mock-ups, and prototypes.
Notebooks - Research or laboratory notepads, production notes, sketchbooks and other informal records of inventions, experiments, or designs (which should be stored securely)
Know-how - Knowledge derived from research & development of ineffective or non-productive areas of enquiry related to the innovation.
Proprietary process/technology - One or more novel and distinctive ways of delivering an outcome associated with the Seller which are not otherwise protected under IP law (e.g. by way of a patent).
Trade secret - Knowledge built into the organization’s products, services, processes, business models or solutions that is exclusively owned, for which strict measures are in place to protect confidentiality.
Unregistered designs - Distinctive product styles associated with the company for which no formal design registration application (national or international) has been made.
Intellectual property advice - Relationship with one or more external IP practices, and/or qualified in- house IP expertise, routinely used.
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Schedule 1.2
Specified Excluded Assets
Specified Excluded Assets:
None.
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EXHIBIT 3.1
__________________________________________
CERTIFICATE OF DESIGNATION
OF
AUTHENTIC HOLDINGS, INC.
Pursuant to Section 78.1955 of the
Nevada Revised Statutes
______________________________________
SERIES F PREFERRED STOCK
On behalf of Authentic Holdings, Inc., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):
RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”), there hereby is created, out of the one million (1,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation (“Preferred Stock”), a series of Preferred Stock, known as, “Series F Preferred Stock,” consisting of one hundred thousand (100,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:
The specific powers, preferences, rights and limitations of the Series F Preferred Stock are as follows:
1. Designation; Rank. This series of Preferred Stock shall be designated and known as Series F Preferred Stock. The number of shares constituting the Series F Preferred Stock shall be one hundred thousand (100,000) shares. The Series F Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Corporation now or hereafter outstanding.
2. Dividends. The holders of shares of Series F Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.
3. Voting Rights. Other than as stated in Section 7 or required by law, the holders of Series F Preferred Stock shall not have the right to cast votes on any matters submitted to a vote of the shareholders of the Corporation’s common stock and voting preferred stock, if any, including the election of directors, and all other matters as required by law.
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4. Liquidation Preference.
(a) In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary or involuntary, the holders of Series F Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation in an amount equal to $110 (the “Stated Value”) for each share of Series F Preferred Stock before any distribution or payment shall be made to the holders of any common stock, Series B Preferred Stock or Series C Preferred Stock, but after any distribution or payment on account of the Series D Preferred Stock and the Series E Preferred Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series F Preferred stock, after payment to the Series D Preferred Stock and Series E Preferred Stock, shall be ratably distributed among them in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full (the “Liquidation Preference”). The Liquidation Preference is payable after all indebtedness of the Corporation.
(b) A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (“Change in Control”), shall not be deemed to be a Liquidation for purposes of this Designation.
5. Mandatory Conversion of Series F Preferred Stock. The holders of Series F Preferred Stock shall convert their shares into common stock as follows:
(a) Conversions at Option of Holder. Each share of Series F Preferred Stock shall be convertible, at any time after three years of the Original Issue Date or immediately in the event of a Change in Control at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section 5(f)) determined by dividing the Stated Value of such share of Series F Preferred Stock by the Conversion Price (defined below). Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Series F Preferred Stock to be converted, the number of shares of Series F Preferred Stock owned prior to the conversion at issue, the number of shares of Series F Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Series F Preferred Stock to the Corporation unless all of the shares of Series F Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Series F Preferred Stock promptly following the Conversion Date at issue. Shares of Series F Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.
(b) Conversion Price. The conversion price (the "Conversion Price") shall equal the closing price of the Corporation’s stock on the Conversion Date (as defined herein) (subject to equitable adjustments as provided in this Section 5).
(c) Delivery of Shares Upon Conversion. Upon receipt of the Notice of Conversion, the Corporation shall provide notice to the Holders of Series F Preferred Stock, which shall state the number of the shares of Common Stock that will be issued to the Holders of record of the Series F Preferred Stock. The Corporation shall, as soon as practicable thereafter, issue and deliver at such address as previously submitted by holder, a book entry position or certificate, as determined by the Corporation, for the number of full shares of Common Stock to which such holder is entitled.
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(d) No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series F Preferred Stock. In lieu of any fractional share to which the Holder would be entitled, the Corporation shall issue a number of shares to such Holder rounded up to the nearest whole number of shares of Common Stock. No cash shall be paid to any Holder of Series F Preferred Stock by the Corporation upon conversion of the Series F Preferred Stock.
(e) Reservation of Stock. The Corporation shall, after three years from the Original issue Date or immediately in the case of a Change in Control, if there are any shares of Series F Preferred Stock outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series F Preferred Stock. If at that time any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of the Series F Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.
(f) Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s affiliates, and any persons acting as a group together with such Holder or any of such Holder’s affiliates (such persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series F Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 5(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 5(f) applies, the determination of whether the Series F Preferred Stock is convertible (in relation to other securities owned by such Holder together with any affiliates and Attribution Parties) and of how many shares of Series F Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Series F Preferred Stock may be converted (in relation to other securities owned by such Holder together with any affiliates and Attribution Parties) and how many shares of the Series Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 5(f), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Corporation shall within one Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series F Preferred Stock, by such Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Series F Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5(F) applicable to its Series F Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Series F Preferred Stock held by the Holder and the provisions of this Section 5(f) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.
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(g) Stock Dividends and Stock Splits. If the Corporation, at any time while the Series F Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, this Series F Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 5(g) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re‑classification.
(h) Issue Taxes. The issuance of shares of Common Stock on conversion of this Series F Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such shares, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such shares of Common Stock upon conversion in a name other than that of the Holders of such shares of Series F Preferred Stock and the Corporation shall not be required to issue or deliver such shares unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the shares of Common Stock.
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6. No Preemptive Rights. No holder of the Series F Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.
7. Vote to Change the Terms of or Issue Preferred Stock. A duly authorized and approved action by the Board of Directors at a meeting duly called for such purpose or the written consent without a meeting, and the affirmative vote of the holders of a majority of the outstanding shares of Series F Preferred Stock (in addition to any other corporate approvals then required to effect such action), shall be required for any change to this Certificate of Designation or the Corporation's Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series F Preferred Stock.
8. Lost or Stolen Certificates. Upon receipt by the Corporation of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series F Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Corporation and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Corporation shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, that the Corporation shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Corporation to convert such shares of Series F Preferred Stock into common stock.
9. Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series F Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
IN WITNESS WHEREOF the undersigned has signed this Designation this 1st day of May 2025.
| Authentic Holdings, Inc. |
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| By: | /s/ Chris Giordano |
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| Name: Chris Giordano Title: President |
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