ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
Entry Into Agreement and Plan of Merger with Evasyst Inc.
On January 20, 2022, Live Current Media Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Evasyst Inc. ("KAST")
and the Company's wholly owned subsidiary formed for the purpose of completing
the transactions set out in the Merger Agreement, Evasyst Acquisition Inc.
("LIVC Sub") setting forth the terms and conditions whereby the Company will
acquire all of the outstanding shares of KAST.
Under the terms of the Merger Agreement, LIVC Sub will merge with and into KAST,
with KAST continuing as the surviving corporation (the "Merger"). Upon
completion of the Merger, the outstanding shares of KAST's common stock will be
converted into the right to receive a total of 125,000,000 shares of the
Company's common stock and each share of LIVC Sub common stock outstanding will
be converted into one share of KAST common stock. Upon completion of the
Merger, the board of directors of the Company will consist of Mark Ollila, David
Jeffs, Justin Weissberg, Leslie Klinger and Heidi Steiger. Mr. Ollila will act
as the Chief Executive Officer and Chief Financial Officer of the Company, with
Mr. Jeffs acting as the Secretary of the Company.
In addition to the customary conditions of closing, completion of the Merger is
subject to the following additional conditions: (a) prior to closing there
shall be no outstanding securities of KAST other than shares of KAST common
stock, and all securities exercisable, convertible, exchangeable or otherwise
entitling the holder to receive securities of KAST will have been exercised,
converted, exchanged, expired or otherwise cancelled; KAST not having any
outstanding indebtedness other than trade payables incurred in the ordinary
course of KAST's business; (c) certain significant shareholders of the Company
shall have entered into lock up agreements for a period of six (6) months
following closing; (d) KAST delivering to the Company those audited and
unaudited financial statements of KAST as are necessary to enable the Company to
make the necessary filings under the Securities Exchange Act of 1934, as
amended; and (e) the Company shall have completed a financing prior to or
concurrent with closing of the Merger for gross proceeds of $1,500,000.
The above description of the terms and conditions of the Merger Agreement and
the Merger does not purport to be complete, and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is attached as an
exhibit to this Current Report on Form 8-K and is incorporated by reference
herein. A copy of the Company's news release regarding the Merger Agreement
with KAST is attached as an exhibit to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are provided with this Current Report:
Exhibit
Number Description of Exhibit
10.1 Agreement and Plan of Merger between Live Current Media, Inc.,
Evasyst Acquisition Inc. and Evasyst Inc. dated January 20, 2022.
99.1 News Release dated January 21, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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