Form 8-K - Current report
December 05 2023 - 9:31AM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): Dec 5, 2023
Arax
Holdings Corp.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
333-185928 |
|
99-0376721 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1600
B SW Dash Point Rd, #1068 Federal
Way, WA
98023
Registrant’s
telephone number, including area code: (850) 254-1161
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which
registered |
N/A |
N/A |
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 |
Entry
into a Material Definitive Agreement.
On
Nov 30, 2023 (the “Effective Date”), the Company and Undo Studios SA, (Nemesis) entered into a Sales Purchase agreement,
to acquire 31% of the share capital of Nemesis in a share swap and cash transaction representing a minority interest in the assets,
licenses, and intellectual property of Nemesis.
Pursuant
to the provisions in the Sale Purchase Agreement, the Company will issue (six million six hundred and fifty thousand) 6,650,000 shares
of its common stock at fair market value as of the date of the Sale Purchase Agreement for the initial 20% and the option for the
remaining 11% of Nemesis. The common shares issued for the conversion if exercised, shall be issued with a restriction under Rule
144 of the U.S. Securities and Exchange Commission Act of 1934. That portion of the Company’s issued shares representing the
11% of the Nemesis acquisition will be held in escrow until such time as the option has been exercised.
In
addition, the Company agrees to invest a total amount of (one million two hundred thousand) $1,200,000 in cash installments of (one
hundred thousand) $ 100,000 per month starting December 1, 2023. Any amounts previously paid to Nemesis under a previously reported
Letter of Intent will be deducted from this amount due.
The
Company has the option to acquire an additional 11% of Nemesis upon fulfillment of certain milestones to be agreed upon in a future
agreement. Nemesis will provide one seat to Arax as a Director of Undo Studios and will allow Arax to have operational oversight
on an ongoing basis.
|
The
foregoing description of the Sale Purchase Agreement does not purport to be complete and are qualified in their entirety by reference
to the full text of the Letter of Intent, which is filed as Exhibits 99.1, to this Current Report on Form 8-K and are incorporated herein
by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits:
*
Filed herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
Arax Holdings Corp. |
|
|
|
|
By: |
/s/ Christopher
D. Strachan |
|
|
Christopher
D. Strachan
Chief
Financial Officer |
Dated:
Dec 5, 2023
Letter
of Intent
Dated
November 29, 2023
by
and among
on
the one hand
Undo
Studios SA, c/o SiPaFid SA Via Ferruccio Pelli 13 6900 Lugano, Switzerland, registered with the Register of Commerce under No. CHE-434.124.671
(the
"Company")
and
on
the other hand
ARAX
HOLDINGS CORP., a company registered under the laws of United States of America with registered office at 30 N Gould Street Sheridan,
Wyoming 82801 (850) 254-1161,
(the
“Investor”)
(Company
and Investor each a “Party” and collectively the “Parties”)
Whereas
| (A) | Undo
Studio SA is a company registered under the laws of Switzerland, with registered office
at c/o SiPaFid SA Via Ferruccio Pelli 13 6900 Lugano, Switzerland, registered with the Register
of Commerce under No. CHE-434.124.671, with a share nominal value of CHF 100 per share, engaged
in the business of developing of software and new technologies, in particular the metaverse; |
| (B) | Arax
Holding Corp. is a company registered under the laws of United States of America with registered
office at 30 N Gould Street Sheridan, Wyoming 82801 (850) 254-1161,with a share nominal value
of USD 0.0001, per share is a company holding participations in different entity building
software solutions on the Core Blockchain and implementing the Codetech Ecosystem and the
Luna Mesh in use cases for peer to peer solutions and communication; |
| (C) | The
Parties have subscribed on the 29th August 2023 a Letter of Intent foreseeing
the covering of USD 31’386 in exchange of a future investment into the Company. With
Addendum to the Letter of Intent dated 11th September 2023 the Parties agreed
to a further financing of USD 39’150. |
| (D) | The
Parties agree to regulate certain provisions contained in this Agreement into all details
with the drafting and signature of specific agreements, as provided below and where needed,
within 30 days from the signature of this Agreement. |
| (E) | For
the purpose of this agreement, the following forex rates (average last 3 months) are used: |
EUR/CHF=
0,96
USD/CHF=
0,88
NOW
THEREFORE
| 1.1 | The
Investor agrees to invest a total amount of USD 1’200’000 (one million two hundredth
thousand USD) in the Company in exchange for 6% (six percent) of the Company’s corporate
capital shares, on a fully diluted basis. |
| 1.2 | The
total amount shall be paid in subsequent instalments, at least paid every 30 days, and in
maximum 12 instalments. |
| 1.3 | The
amounts already paid by the Investor as per (C) above will be deducted from the total amount
to be paid under 1.1. whereas Arax will deduct USD 40’000 for the first two months
in 1.2 above |
| 1.4 | The
investment will be regulated by an “Investment Agreement” to be drafted
by the Parties as per (D) above. |
| 2.1 | The
Company further agrees and undertakes towards the Investor to swap an amount of the Company's
existing shares towards existing shares of the Investor (the “Quota Conversion”).
|
| 2.2 | The
agreed swap for the Quota Conversion will consist of the following: |
| (i) | 6’650’000
(Six million six hundredth and fifty thousand) shares of ARAX HOLDINGS CORP. in exchange
for |
| (ii) | 14%
(fourteen percent) of Undo Studios’ corporate capital shares, on a fully diluted basis. |
| 2.3 | The
Quota Conversion will be regulated by a specific agreement (the “QC Agreement”)
to be drafted by the Parties as per (D) above. |
| 3.1 | Moreover,
the Company grants the Investor with an option to subscribe to an additional 11% (eleven
percent, the “Option”), on a fully diluted basis, of the Company’s
corporate capital. |
| 3.2 | The
Option will be exercisable upon fulfilment of a set of business milestones which will be
agreed by the Parties and will be included in a separate agreement to be drafted as per (D)
above. |
The
Investor is aware that the Company needs further new investments for the development of its activities and expressly agrees and authorizes
the Company to search for new investors and funding. The Company will inform the Investor about the discussions with any new investors
but will not need the Investor’s approval to conclude any fundraising agreements provided that they are concluded at a pre-money
evaluation which is equal or higher than the one which will be defined in the Investment Agreement.
This
Letter of Intent currently constitutes the whole agreement and understanding of the Parties and supersedes any previous arrangements,
understandings or agreements relating to the subject matter of this Letter of Intent.
| 6.1 | Any
variation of this Letter of Intent must be in writing and signed by or on behalf of the parties. |
| 6.2 | Any
waiver of any right under this Letter of Intent is only effective if it is in writing and
it applies only to the party to whom the waiver is addressed and to the circumstances for
which it is given. |
| 6.3 | No
failure to exercise or delay in exercising any right or remedy provided under this Letter
of Intent or by law constitutes a waiver of such right or remedy nor shall it prevent any
future exercise or enforcement thereof. |
| 6.4 | No
single or partial exercise of any right or remedy under this Letter of Intent shall preclude
or restrict the further exercise of any such right or remedy or other rights or remedies. |
| 7. | Governing
law and jurisdiction |
| 7.1 | This
Letter of Intent and any disputes or claims arising out of or in connection with its subject
matter or formation (including non-contractual disputes or claims) are governed by and construed
in accordance with the substantive laws of Switzerland. |
| 7.2 | The
parties irrevocably agree that the competent courts of Lugano, Switzerland have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with this
Letter of Intent or its subject matter or formation (including non-contractual disputes or
claims). |
Signed
on November 29, 2023 by:
/S/Alessandro
De Grandi
________________________
Undo
Studios SA
Name:
Alessandro De Grandi
Title:
CEO |
/S/Michael
P. Loubser
________________________
ARAX
HOLDINGS CORP.
Name:
Michael Loubster
Title:
CEO |
|
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