EZRAIDER CO. ITEM 9.01 Financial Statements and Exhibits.
Prior to the Merger, we were a "shell company" (as such term is defined in Rule
12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")). As a result of the Merger, we have ceased to be a shell company. The
information contained in this Current Report, together with the information
contained in our Annual Report on Form 10-K for the fiscal year ended
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The disclosure set forth below under Item 2.01 (Completion of Acquisition of Disposition of Assets) is incorporated by reference into this Item 1.01.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
THE MERGER AND RELATED TRANSACTIONS
The Merger
On
Pursuant to the Merger, we acquired the business of EZ Global. EZ Global
operates through its wholly-owned subsidiary,
At the closing of the Merger 10,687,430 shares of common stock of EZ Global, issued and outstanding immediately prior to the closing of the Merger, were exchanged for 28,550,000 shares of our Common Stock, and issued to the shareholders of EZ Global, on a pro rata basis.
The Merger Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions.
The Merger will be treated as a recapitalization of the Company for financial
accounting purposes. EZ Global will be considered the acquirer for accounting
purposes, and our historical financial statements before the Merger will be
replaced with the historical financial statements of EZ Global in all future
filings with the
The Merger is intended to be treated as a tax-free reorganization under Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended.
The issuance of shares of our Common Stock to shareholders of EZ Global in
connection with the Merger was not registered under the Securities Act, in
reliance upon the exemption from registration provided by Section 4(a)(2) of the
Securities Act, which exempts transactions by an issuer not involving any public
offering, and Regulation D promulgated by the
The form of the Merger Agreement is filed as an exhibit to this Current Report. All descriptions of the Merger Agreement herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto, which is incorporated herein by reference.
Share Cancellation
In connection with the Merger, immediately prior to the closing of the Merger,
our majority shareholder,
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Cancellation of Secured Note
Upon the closing of the Merger, and by the virtue of the Merger, the total
outstanding amount due to the Company by
The Offering
Concurrently with the closing of the Merger, and in contemplation of the Merger,
we consummated the Offering, in which we sold 1,320,000 shares of our Common
Stock at a purchase price of
The net proceeds from the Offering, in the amount of
The issuance of the shares in the Offering was exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act"), in reliance upon the exemption provided by Regulation D promulgated by
the
Changes to the Board of Directors and Executive Officers
Our Board of Directors (the "Board") is authorized to consist of five members,
and currently consists of, three members. On the Closing Date of the Merger, we
appointed two new members to our Board,
All directors hold office for one-year terms until the election and qualification of their successors. Officers are elected by our Board and serve at the discretion of the Board.
Pro Forma Ownership
Immediately after giving effect to (i) the Merger, (ii) the cancellation of 1,300,000 shares pursuant to the Share Cancellation, and (iii) the closing of the Offering, there were 39,550,000 issued and outstanding shares of our Common Stock, as follows:
? The stockholders of the Company prior to the Merger hold 11,200,000 shares of
our Common Stock;
? the stockholders of EZ Global prior to the Merger hold 28,550,000 shares of
our Common Stock;
? investors in the Offering hold 1,320,000 shares of our Common Stock; and
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In addition:
? we issued 100,000 shares of our Common Stock, and a five-year warrant to
purchase 100,000 additional shares of our Common Stock, at the exercise price
$2.50 , to a consultant pursuant to the Consulting Agreement entered between
the Company and the consultant;
? warrants to purchase an aggregate of 5,000,000 shares of our Common Stock at
an exercise price of $4.50 per share, which expire on January 31, 2023 , are
held by certain warrantholders; and
? there is an outstanding 8% convertible note in the principal amount of
$500,000 , issued by EZ Raider LLC on January 8, 2021 , which is secured by a
first priority security interest on all the assets of EZ Raider LLC . The
current outstanding amount under the Convertible Note is $525,863.01 No other securities convertible into or exercisable or exchangeable for our Common Stock are outstanding.
Accounting Treatment; Change of Control
The Merger is being accounted for as a "reverse merger" or "reverse acquisition," and EZ Global is deemed to be the accounting acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Merger will be those of EZ Global and will be recorded at the historical cost basis of EZRaider, and the consolidated financial statements after completion of the Merger will include the assets and liabilities of EZRaider, historical operations of EZ Global, and operations of the Company and its subsidiaries from the Closing Date of the Merger. As a result of the issuance of the shares of our Common Stock pursuant to the Merger, a change in control of the Company occurred as of the Closing Date of the Merger. Except as described in this Current Report, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of our Board and, to our knowledge, no other arrangements exist that might result in a change of control of the Company.
We continue to be a "smaller reporting company," as defined under the Exchange Act of 1934, as amended (the "Exchange Act") following the Merger. As a result of the Merger, we have ceased to be a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act).
DESCRIPTION OF BUSINESS
Immediately following the Merger, the business of EZ Global became our business.
BackgroundEZRaider Co.
As described above, we were incorporated in the
On
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Our authorized capital stock currently consists of 250,000,000 shares of Common
Stock. Our Common Stock is quoted on the OTC Markets as "EWST". In connection
with the Name Change, the Company has submitted to the
Our principal executive offices are located at
History of
EZ Global was incorporated in
On
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