8-K
Mosaic ImmunoEngineering Inc. (CPMV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 21, 2023
MOSAIC IMMUNOENGINEERING, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-22182 | 84-1070278 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
1537 South Novato Blvd, #5
Novato, California 94947
(Address of principal executive offices, and zip code)
Registrant’s telephone number, including area code: (657) 208-0890
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) |
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| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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, Mosaic ImmunoEngineering, Inc., a Delaware corporation (the “Company”), entered into a redemption agreement (the “Original Redemption Agreement”) with Holocom, Inc., a California corporation (“Holocom”), pursuant to which the Company requested full redemption of its 2,100,000 shares of Series A Convertible Preferred Stock of Holocom (“Series A Preferred Stock”) at a redemption price of $0.40 per share payable to the Company with an upfront payment of $336,000 and monthly installments thereafter through January 2025. Pursuant to the Original Redemption Agreement, Holocom redeemed, in aggregate, 1,190,000 shares of Series A Preferred Stock in exchange for upfront and monthly payments to the Company in the aggregate amount of $476,000.
On June 21, 2023 (“Effective Date”), the Company and Holocom entered into Amendment No. 1 to the Original Redemption Agreement (“Amendment No. 1”) to redeem the remaining 910,000 shares of Series A Preferred Stock in exchange for proceeds to the Company of $300,000 due no later than three (3) business days from the Effective Date, representing a redemption price of approximately $0.33 per share. On June 22, 2023, the Company received all proceeds from Holocom under Amendment No. 1.
The foregoing description of Amendment No. 1 and the transaction contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No 1 to 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 8.01 | Other Events |
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The Company’s common stock, par value $0.00001 per share, is quoted on the OTCQB Venture Market tier (the “OTCQB”) of the OTC Markets Group Inc. (the “OTC Markets”). The Company is in compliance with all eligibility criteria, including having a minimum bid price of $0.01, having at least 50 beneficial shareholders owning at least 100 shares of common stock, a public float of at least 10% of total issued and outstanding shares of common stock, as defined by OTC Markets, current in the payment of annual fees and certifications, among other requirements as defined by the OTC Markets, to continue to be quoted on the OTCQB. In an effort to conserve the Company’s financial resources, the Board of Directors of the Company deemed it to be in the best interest of the Company to not renew and pay its semi-annual fees to OTC Markets that is due on or before June 30, 2023 and therefore, will result in the Company’s common stock to be quoted on the OTC Pink Open Market effective July 3, 2023, which may adversely affect the market liquidity for the Company’s shares by limiting the ability of broker-dealers to sell such shares, and the ability of stockholders to sell their shares in the secondary market. In addition, there can be no assurance that the Company will pursue or meet the eligibility criteria and requalify for quotation on the OTCQB at any future date.
| Item 9.01 | Financial Statements and Exhibits |
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(d) The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 10.1 | Amendment No. 1 to Redemption Agreement by and between Mosaic ImmunoEngineering, Inc. and Holocom, Inc. dated June 21, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
| --- |
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: June 26, 2023 | By: /s/ Steven King |
| Steven King | |
| President and Chief Executive Officer, Director |
| 3 |
| --- |
Exhibit 10.1
Amendment No. 1 to
Series A Preferred Stock Redemption Agreement
THIS Amendment No. 1 to the Series A Preferred Stock Redemption Agreement (the “Amendment No. 1”) is made this 21st day of June, 2023 (“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 Redemption Agreement dated July 6, 2022 or 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, the Parties entered into the Redemption Agreement on July 6, 2022 (“Original Redemption Agreement”);
WHEREAS, Holocom has redeemed in aggregate, 1,190,000 shares of Series A Preferred in exchange for upfront and monthly payments to Mosaic in the aggregate amount of $476,000 under the Original Redemption Agreement;
WHEREAS, Holocom is willing to redeem the remaining 910,000 shares of Series A Preferred in a single lump sum payment of Three Hundred Thousand U.S. Dollars ($300,000 USD);
WHEREAS, Mosaic is willing to accept the redemption of the remaining shares of Series A Preferred in exchange for a single lump sum payment in lieu of monthly payments that are due through January 2025.
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 the Original Redemption Agreement, the Parties hereby agree to redeem the remaining 910,000 shares of Series A Preferred in exchange for a single lump sum payment of Three Hundred Thousand U.S. Dollars ($300,000 USD), payable by Holocom to Mosaic by wire transfer no later than three (3) business days from the Effective Date of this Amendment No. 1.
The Parties further agree that upon the receipt by Mosaic of Three Hundred Thousand U.S. Dollars ($300,000 USD), the Parties hereby acknowledge that all amount due and payable to Mosaic have been fully satisfied and that Holocom has redeemed in full all shares of Series A Preferred and has no further obligations to Mosaic.
The Parties further agree that if the lump sum payment is not paid within three (3) business days from the Effective Date, this Amendment No. 1 shall be null and void and all amounts due and payable pursuant to the Original Redemption Agreement shall remain in full force and effect.
This Amendment No. 1 to the 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 Amendment No. 1 to the Redemption Agreement may be executed via electronic signatures, which shall be deemed an original.
[Remainder of Page Left Intentionally Blank]
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
SCRIPPS VENTURES, INC.
/s/ Scott Beeson
Scott Beeson
/s/ Jay Anaya
Jay Anaya
MOSAIC IMMUNOENGINEERING, INC.
/s/ Steven King
Steven King, President and CEO