AIFA 8-K
All In FutureTech Alliance, Inc. (AIFA)
8-K
2024-09-20
For: 2024-09-16
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 16, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
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(IRS Employer
Identification No.) |
(Address of principal executive offices, including zip code)
(646 ) 768-4240
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure set forth in Item 1.02 below is incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement
As previously disclosed in a Form 8-K on January 21, 2020, Allied Gaming and Entertainment, Inc. (the “Company”) entered into a Share
Purchase Agreement (the “SPA”) with BPR Cumulus LLC (the “Investor”), an affiliate of Brookfield Property Partners, pursuant to which the Company sold 758,725 shares of the Company’s common stock to the Investor for $5 million (the “Purchase
Price”).
The Purchase Price was deposited into an escrow account pending release upon the completion and satisfaction of certain events and
conditions agreed to by the Parties. Pursuant to the SPA, the Purchase Price was to be used by the Company or its subsidiaries to develop integrated esports experience venues at mutually agreed upon shopping malls owned and/or operated by the
Investor or any of its affiliates. However, following the execution of the SPA, the COVID-19 pandemic and related restrictions have materially changed the dynamics in esports venue businesses, and the initial agreement on the use of proceeds by
the Company contemplated under the SPA was no longer feasible.
On September 16, 2024, the Company and Investor entered into the Settlement Agreement and Release (the “Settlement Agreement”) to resolve
and terminate all obligations under the SPA and related agreements, and to agree to the release of the Purchase Price between the Company and Investor. Pursuant to the Settlement Agreement, the Purchase Price will be released from escrow as
follows: $3,000,000 to the Investor and $2,000,000 to the Company. The parties have further agreed that upon receipt of such funds, the parties will release and discharge each other from any and all present and future obligations under the SPA
and related agreements.
The foregoing description of the Settlement Agreement is a summary, does not purport to be a complete description of the Settlement
Agreement, and is subject to, and qualified entirely by reference to, the full text of the Settlement Agreement, which will be filed as an exhibit to the Company’s next periodic report to be filed with the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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ALLIED GAMING & ENTERTAINMENT, INC.
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Date: September 19, 2024
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By:
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/s/ Roy Anderson
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Roy Anderson
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Chief Financial Officer
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