OBOCON INC. Item 1.01 Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On
Promissory Note
Pursuant to the Stock Purchase Agreement, the Company issued Seller the Note,
dated as of
Earnout Agreement
In connection with the Stock Purchase Agreement, the Company and Seller entered
into that certain Earnout Agreement, dated as of
The above description of the Stock Purchase Agreement, Note, Security Agreement, and Earnout Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, Note, Security Agreement and Earnout Agreement, which are attached here to as Exhibits 2.1, 2.2, 2.3 and 2.4 to this Current Report on Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Stock Purchase Agreement and the other transactions
contemplated thereunder, Hyperion became a wholly-owned subsidiary of the
Company as of
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the terms of the Stock Purchase Agreement, Note, Security Agreement,
and Earnout Agreement, the Company issued 2,293,488 shares of common stock
having an agreed upon price/value of
2
These securities were not registered under the Securities Act of 1933, as amended (the "Securities Act"), but qualified for exemption under Section 4(2) of the Securities Act. The securities were exempt from registration under Section 4(2) of the Securities Act because the issuance of such securities by the Company did not involve a "public offering," as defined in Section 4(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since they agreed to, and received, share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Form of Stock Purchase Agreement, effective as of March 9, 2020 ,
by and among Clancy Systems International, Inc. , Arke Tech S.A.P.I
DE C.V., and Hyperion Digital Group S. DE R.L. DE C.V .*
2.2 Form of Promissory Note.*
2.3 Form of Pledge and Security Agreement.*
2.4 Form of Earnout Agreement.*
99.1 Press Release
* The copies of the Agreement filed herewith have been redacted to remove certain
confidential information. We intend to file a confidential treatment request
with the Commission regarding this information.
SHEMN CORP.
March 17, 2020 By: /s/ Naveen Doki
Naveen Doki
Chief Executive Officer
3© Edgar Online, source
