8-K
AVAI BIO, INC. (AVAI)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): September
9, 2024
AVANT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Nevada<br><br> <br>(State or other jurisdiction of incorporation<br>or organization) | 333-225433<br><br> <br>(Commission File Number) | 38-4053064<br><br> <br>(I.R.S. Employer Identification Number) |
|---|
c/o Eastbiz.com, Inc 5348 Vegas Drive, Las Vegas,NV 89108
(Address and telephone number of principal executive offices)
(Issuer’s telephone number)
(866) 533-0065
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 Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Securities registered pursuant to Section 12(b) of the Act: Not applicable.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Not applicable | ||
| Item 1.02 | Termination of a Material Definitive Agreement. | |
| --- | --- |
On September 9, 2024, Avant Technologies, Inc. (the "Company" or "Avant") entered into a Cancellation Agreement with Wired4Health, Inc. ("W4H"), a Florida corporation, mutually agreeing to terminate the Asset Purchase Agreement ("APA") dated April 5, 2024, between the two parties.
-Background:
The APA, originally executed on April 5, 2024, between Avant and Wired4Health, pertained to the acquisition of certain technology assets, including agreements with Sentry Data Systems/Craneware, Respec, Inc., and other intellectual property rights related to Wired4Health's business operations. In consideration for the acquisition, Avant had agreed to pay Wired4Health $2,200,000, partially through a secured promissory note and preferred stock.
-Terms of the Cancellation Agreement:
As of September 9, 2024, both parties agreed to cancel and nullify the original APA under the following terms:
| 1. | Termination of the Original Agreement: The APA dated April 5, 2024, is terminated<br>in its entirety. Any obligations under the Secured Promissory Note and related Security Agreement are rendered null<br>and void; |
|---|---|
| 2. | Retention of Payments: Any payments already made by Avant in the ordinary<br>course of business toward the promissory note are retained by Wired4Health, with the remaining balance of the promissory note deemed void<br>and unenforceable; |
| --- | --- |
| 3. | Release of Claims: Both Avant and Wired4Health have mutually released and<br>discharged each other from any claims, liabilities, or demands related to the APA. Neither party shall have any further obligations or<br>claims against the other; |
| --- | --- |
| 4. | Voidance of Instruments: The Secured Promissory Note and any other instruments<br>associated with the APA are void and have no further legal effect; |
| --- | --- |
| 5. | No Further Obligations: The parties have agreed that there are no further<br>penalties, remedies, or obligations due to either party following the cancellation of the APA. |
| --- | --- |
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
CompensatoryArrangements of Certain Officers.
William Hisey - CFO Resignation:
Effective September 9, 2024, Mr. Hisey vacated his position as Chief Financial Officer (the “CFO”) of the Company. Mr. Hisey`s vacated without any conflicts with the Company's board of directors. Mr. Racius, the current Chief Operating Officer (the “COO”), Director, and Treasurer, was reappointed as the Company's Chief Financial Officer (the “CFO”) while continuing his roles as Director and Treasurer.
Item 9.01 Financial Statementsand Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 10.1 | Cancellation Agreement between Avant Technologies, Inc. and Wired4Health, Inc. dated September 9, 2024 |
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: September 10, 2024 | AVANT TECHNOLOGIES, INC. | ||
|---|---|---|---|
| By: | /s/ | Vitalis Racius | |
| Name: | Vitalis Racius | ||
| Title: | Chief Operating Officer, Director & Treasurer |
CANCELLATION AGREEMENT
This Cancellation Agreement ("Agreement") is made as of September 9, 2024, by and between Wired4Health, Inc., a Florida corporation ("Seller"), and Avant Technologies, Inc., a Nevada corporation ("Purchaser"). The parties shall be referred to individually as a “Party” and collectively referred to as the "Parties."
| RECITALS |
|---|
WHEREAS, the Parties entered into an Asset Purchase Agreement dated April 5, 2024 ("Original Agreement");
WHEREAS, the Parties now desire to cancel the Original Agreement and release each
other from any and all obligations under the Original Agreement;
NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows.
| AGREEMENT |
|---|
- Cancellation of the Original Agreement
The Original Agreement is hereby terminated and cancelled in its entirety. The Secured Promissory Note issued as part of the Original Agreement, along with any associated Security Agreement, is hereby rendered null and void. The Parties agree that the Secured Promissory Note and any balance due thereunder are null and void and shall have no further force or effect.
- Payments and Financial Considerations
Any payments made by Purchaser to the Seller under the Original Agreement resulting from the ordinary course of business shall be retained by the seller, including those made towards the Secured Promissory Note. For avoiding of doubt, the balance of the Secured Promissory Note, if any, is hereby voided and shall not be collectible or enforceable.
- Release and Discharge
Each Party hereby releases, acquits, and discharges the other Party from all claims, demands, liabilities, obligations, and causes of action of any kind or nature, whether known or unknown, arising out of or in any way related to the Original Agreement. Neither Party shall have any further claims, demands, or obligations against the other Party related to the Original Agreement
- Voidance of Instruments
The Parties agree that any instruments, including, but not limited to, the Secured Promissory Note and the Security Agreement executed in connection with the Original Agreement are hereby voided and of no further force or effect.
- No Further Obligations
The Parties agree that there are no further obligations, remedies, or penalties due to either Party as a result of the cancellation of the Original Agreement.
- Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the cancellation of the Original Agreement and supersedes all prior agreements and understandings, whether written or oral, relating to such cancellation.
- Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.
- Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as manual signatures.
IN WITNESSWHEREOF, the Parties hereto have executed this Cancellation Agreement as of the date first written above.
Seller: Wired4Health, Inc.
By: ____/s/Paul Averill_________
Name: Paul Averill
Title: Chief Executive Officer
Purchaser: Avant Technologies, Inc.
By: ___/s/Vitalis Racius_________
Name: Vitalis Racius
Title: COO, Director and Treasurer