Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 09, 2022, Sonasoft Corp. (the "Company") completed the disposition of Cornerstone Tech, Inc., a wholly-owned subsidiary of the Company ("Cornerstone"), pursuant to a Stock Purchase Agreement (the "SPA") entered into by the Company and Michael Dyer (the "Purchaser") on October 01, 2022, attached hereto as Exhibit 10.1. Pursuant to the SPA, the Purchaser purchased all of the issued and outstanding capital securities of Cornerstone from the Company. In an all-cash transaction, the consideration was made up of a $250,000 payment upon closing and additional payments related to working capital adjustments and certain tax credit receivables to follow within 60 days of closing. The aggregate consideration paid to the Company is estimated to be approximately $730,000.

Item 7.01. Regulation FD Disclosure.

On October 13, 2022, the Company issued a press release announcing the completion of the SPA. A copy of the press release is being furnished to the Securities and Exchange Commission (the "SEC") pursuant to Item 7.01-Regulation FD Disclosure of Form 8-K and is attached hereto as Exhibit 99.1.

This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith.





Exhibit No.   Description
  10.1          Stock Purchase Agreement dated as of October 01, 2022 by and
              between the Company and Michael Dyer

  99.1          Press release issued by Sonasoft Corp. dated October 13, 2022





2

© Edgar Online, source Glimpses