Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreements
On
Also on
The Indemnity National Warrant and the Tower IV Warrant are immediately
exercisable and expire on the five-year anniversary of the date of issuance,
which is
The Indemnity National Agreement and the Tower IV Agreement contain the
customary representations, warranties, indemnification rights and obligations of
the parties in agreements of this type, including that the Company will make
reasonable efforts to file a registration statement under the Securities Act of
1933, as amended (the "Securities Act"), to register the Indemnity National
Shares, the Tower IV Shares, the Indemnity National Warrant Shares and the Tower
IV Warrant Shares within a reasonable time following the closing. The
transactions represented by the Indemnity National Agreement and the Tower IV
Agreement closed on
The sale of the Indemnity National Shares, the Tower IV Shares, the Indemnity National Warrant Shares and the Tower IV Warrant Shares was made in a private placement transaction, pursuant to the exemption provided by Section 4(a)(2) of the Securities Act and certain rules and regulations promulgated under that section and pursuant to exemptions under state securities laws, as a sale to "accredited investors" as defined in Rule 501(a) of the Securities Act.
The foregoing description of the Indemnity National Agreement and the Tower IV Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnity National Agreement and the Tower IV Agreement attached hereto as Exhibits 10.1 and 10.2, respectively.
Tower IV is considered an affiliate of the Company because Mr.
Share Purchase Agreement
On
The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement attached hereto as Exhibit 10.3.
Item 2.01. Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.02 in its entirety.
Pursuant to the Share Purchase Agreement, the Company, through its wholly-owned subsidiary, Daedalus Ecosciences, became the majority holder of the outstanding common stock of Range Environmental Resources and Range Natural Resources. Range Environmental Resources is engaged in the environmental services business and primarily focuses on the reclamation of former coal mines and the remediation of non-compliant streams and waterways. Range Natural Resources is a recently-formed entity that will extract natural resources incidental to the reclamation and remediation services provided by Range Environmental Resources.
Item 3.02. Unregistered Sales of
The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 3.02 in its entirety.
Pursuant to the Indemnity National Agreement and the Tower IV Agreement, the
Company issued an aggregate of 13,333,333 shares and 6,666,666 shares of the
Company's common stock to Indemnity National and Tower IV, respectively, on
Pursuant to the Share Purchase Agreement, the Company issued 5,000,000
unregistered shares of the Company's common stock to each of
Item 8.01 Other Events. Press Release
On
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 8.01 (including Exhibit 99.1) is furnished pursuant to Item 8.01 and shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.
Portions of this Current Report on Form 8-K may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 that are subject to risks and uncertainties. Although the Company
believes any such statements are based on reasonable assumptions, there is no
assurance that the actual outcomes will not be materially different due to a
number of factors. Any such statements are made in reliance on the "safe harbor"
protections provided under the Private Securities Litigation Reform Act of 1995.
Additional information about significant risks that may impact the Company is
contained in the Company's filings with the
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Securities Purchase Agreement datedMay 10, 2022 , between the Company andIndemnity National Insurance Company 10.2 Securities Purchase Agreement datedMay 10, 2022 , between the Company andTower IV, LLC 10.3 Share Purchase Agreement datedMay 11, 2022 , by and among Daedalus Ecosciences, the Company, Range Environmental Resources, Range Natural Resources,Jeremy Starks andJoshua Justice 99.1 Press Release datedMay 13, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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