CPMV 8-K
Mosaic ImmunoEngineering Inc. (CPMV)
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):
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, and zip code)
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:
| Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| None | None | None |
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. |
On July 6, 2022 (“Effective Date”), Mosaic ImmunoEngineering, Inc., a Delaware corporation (the “Company”), entered into a redemption agreement (the “Redemption Agreement”) with Holocom, Inc., a California corporation (“Holocom”), pursuant to which the Company requested full redemption of its Series A Convertible Preferred Stock of Holocom (“Series A Preferred Stock”).
In February 2007, the Company invested an aggregate of $370,000 in Holocom in exchange for 2,100,000 shares of Series A Preferred Stock. Pursuant to the articles of incorporation of Holocom, the Series A Preferred Stock was redeemable at any time after May 31, 2007 at a redemption price of $0.40 per share or $840,000 in aggregate. Pursuant to the Redemption Agreement, Holocom initially redeemed 840,000 shares of Holocom Preferred Stock in exchange for cash proceeds to the Company of $336,000. Pursuant to the Redemption Agreement, Holocom agreed to redeem the remaining shares of Series A Preferred Stock over a period of thirty (30) months beginning August 1, 2022 based on the following schedule:
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Period |
Shares of Series A Preferred Stock to be Redeemed each Month |
Monthly Redemption Proceeds to the Company | ||
| Months 1-12 | 35,000 | $14,000 | ||
| Months 13-24 | 43,750 | $17,500 | ||
| Months 25-30 | 52,500 | $21,000 |
Notwithstanding the foregoing, Holocom agreed to expedite the redemption of the Series A Preferred Stock in the event that Holocom has excess cash on hand, which amount shall be calculated at each calendar month end period date (“Month End Date”), equal to an amount of (i) total cash on hand of Holocom and Scripps Ventures, Inc. (“SVI”) (a related party entity of Holocom) (ii) less $200,000 (“Excess Capital”). Holocom agreed to redeem a number of shares of Series A Preferred Stock equal to the amount of Excess Capital divided by $0.40 per share no later than ten (10) business days following the Month End Date.
Holocom further agreed that any amounts not paid within fifteen (15) days of its respective due date shall accrue interest at a rate of 8% per annum until fully paid. Notwithstanding the foregoing, if the amounts due have not been paid within 90 days of its due date, the rate of interest shall be retroactively adjusted to 12% per annum from its original due date until fully paid.
Holocom further agreed that Mosaic will continue to have the right to maintain two (2) board seats at Holocom until the Series A Preferred Stock is fully redeemed.
The foregoing description of the Redemption Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Redemption Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) The following exhibits are being filed herewith: | |
| Exhibit No. | Description |
| 10.1 | Redemption Agreement by and between Mosaic ImmunoEngineering, Inc. and Holocom, Inc. dated July 6, 2022 |
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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.
| Mosaic ImmunoEngineering, Inc. | ||
| Date: July 12, 2022 | By: /s/ Steven King | |
| Steven King | ||
| President and Chief Executive Officer, Director |
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Exhibit 10.1
Series A Preferred Stock Redemption Agreement
THIS SERIES A PREFERRED STOCK REDEMPTION AGREEMENT (the "Redemption Agreement") is made this 6th day of July, 2022 (“Effective Date”)by and among (i) Mosaic ImmunoEngineering, Inc., a Delaware corporation ("Mosaic"), f/k/a Patriot Scientific Corporation and (ii) Holocom, Inc., a California corporation (“Holocom”) (collectively referred to as the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Restated Articles of Incorporation of Holocom filed February 15, 2007 with the Secretary of State of the State of California, as amended to date (the "Articles of Incorporation").
WHEREAS, Mosaic purchased 2,100,000 shares of Series A Preferred Stock (the “Series A Preferred”) from Holocom in exchange for aggregate consideration of $370,000;
WHEREAS, pursuant to Section 3 of the Articles of Incorporation, each share of Series A Preferred may be redeemed at Mosaic’s sole option at $0.40 per share, representing an aggregate redemption amount of $840,000 (“Redemption Amount”;
WHEREAS, Mosaic would like to fully redeem 2,100,000 shares of Series A Preferred;
WHEREAS, Holocom has sufficient capital to initially redeem 840,000 shares of Series A Preferred in exchange for cash proceeds of $336,000;
WHEREAS, Mosaic is willing to accept continued monthly redemptions beginning August 1, 2022 and each month thereafter until full redeemed; and
WHEREAS, in the event that Holocom has excess cash on hand, as defined below, Holocom agrees to expedite the redemption of the Series A Preferred.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged and agreed to by all parties, the parties hereto agree as follows:
Notwithstanding anything to the contrary in the Articles of Incorporation, and subject to the terms and conditions of this Redemption Agreement, Holocom hereby agrees to redeem 2,100,000 shares of Series A Preferred in exchange for $840,000 in cash proceeds payable as follows:
| · | $336,000 payable to Mosaic no later than July 11, 2022; | |
| · | Twelve (12) monthly payments of $14,000 beginning August 1, 2022 and the 1st day of each month thereafter; | |
| · | Twelve (12) monthly payments of $17,500 beginning August 1, 2023 and the 1st day of each month thereafter; and | |
| · | Six (6) monthly payments of $21,000 beginning August 1, 2024 and the 1st day of each month thereafter until full redeemed. |
Notwithstanding the foregoing, Holocom agrees to expedite the redemption of the Series A Preferred in the event that Holocom has excess cash on hand, which amount shall be calculated at each calendar month end period date (“Month End Date”), equal to an amount of (i) total cash on hand of Holocom and SVI (ii) less $200,000 (“Excess Capital”). Holocom agrees to redeem a number of shares of Series A Preferred equal to the amount of Excess Capital divided by $0.40 per share no later than ten (10) business days following the Month End Date.
The Parties further agree that any amounts not paid within fifteen (15) days of its respective due date shall accrue interest at a rate of 8% per annum until fully paid. Notwithstanding the foregoing, if the amounts due have not been paid within 90 days of its due date, the rate of interest shall be retroactively adjusted to 12% per annum from its original due date until fully paid.
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The Parties further agree that Mosaic shall have the continued right to maintain two (2) board seats at Holocom until the Series A Preferred is fully redeemed. Furthermore, Holocom hereby agrees to amend Section 6(b) of the Articles of Incorporation within ninety (90) days of the Effective Date to reflect such continued board participation by Mosaic until the Series A Preferred is fully redeemed and to amend any other corporate documents to reflect such amendment.
Holocom and SVI further agree that each company shall not make any distributions of equity or bonus payments to any officer or director of Holocom or SVI until the Redemption Amount is paid in full.
This Redemption Agreement shall be construed in accordance with the laws of the State of California.
This Redemption Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Redemption Agreement may be executed via electronic signatures, which shall be deemed an original.
This Redemption Agreement and any other instruments, documents or agreements executed or delivered herewith on the date hereof, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.
[Remainder of Page Left Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Redemption Agreement as of the date first set forth above
HOLOCOM, INC.
| /s/ Scott Beeson | |
| Scott Beeson | |
| /s/ Jay Anaya | |
| Jay Anaya | |
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SCRIPPS VENTURES, INC. |
| /s/ Scott Beeson | |
| Scott Beeson | |
| /s/ Jay Anaya | |
| Jay Anaya | |
MOSAIC IMMUNOENGINEERING, INC.
| /s/ Steven King | |
| Steven King, President and CEO |
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