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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): September 3, 2024
SRM
ENTERTAINMENT, INC.
(Exact
name of registrant as specified in charter)
| Nevada |
|
001-41768 |
|
32-0686534 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1061
E. Indiantown Rd., Ste. 110, Jupiter, FL 33477
(Address
of principal executive offices) (Zip Code)
(407)
230-8100
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ |
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 CFR 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 |
| Common
Stock |
|
SRM |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
(The
Nasdaq Capital Market) |
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 mart 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
September 3, 2024, SRM Entertainment, Inc. (the “Company” or “Buyer”) entered into an Asset Purchase
Agreement (the “Asset Purchase Agreement”) with Suretone Entertainment, Inc. (“Suretone” or “Seller”)
pursuant to which the Buyer has agreed to acquire certain assets related to the movie with the title The Kid (directed by Vincent D’Onofrio)
from the Seller, for an aggregate purchase price of $3,000,000 (the “Purchase Price”). Jordan Schur, the owner and
Chief Executive Officer of Suretone, is a board member and President of Safety Shot, Inc. (“Safety Shot”). Safety
Shot holds 34.27% of the Company’s common stock.
In
consideration for the acquired assets, the Buyer paid the Purchase Price by: (i) paying $250,000 in cash on September 3, 2024); (ii)
issuing 1,500,000 restricted shares of the Company’s common stock, par value $0.001 per share (valued at $0.8333 per share); and
(iii) issuing a secured promissory note in the original amount of $1,500,000 (the “Secured Note”).
The
foregoing summary of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the complete text
of the Asset Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K.
The
Secured Note will bear interest at the rate of 8% per annum and will mature on September 3, 2025 (the “Maturity Date”),
calculated on a 365-day year, and is due along with the principal on the Maturity Date. The Secured Note is secured by the assets purchased
pursuant to the Asset Purchase Agreement. If the Company secures financing of at least $5 million during the term of the Secured Note,
it must use the proceeds to repay the Secured Note. The Company can prepay the Secured Note at any time without penalty but must provide
15 days’ notice to Suretone.
The
Secured Note is subject to immediate acceleration if the Company commences bankruptcy proceedings, if it winds down its operations, if
the Company fails to stay current in its SEC reporting obligations, or if the Company’s common stock is delisted from the Nasdaq
Stock Market.
The
foregoing summary of the Secured Note is not complete and is qualified in its entirety by reference to the complete text of the Secured
Note filed as Exhibit 4.1 to this Current Report on Form 8-K.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
disclosure regarding the acquisition of the assets set forth above under Item 1.01 to this Current Report on Form 8-K is hereby incorporated
by reference into this Item 2.01.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure regarding the Secured Note set forth above under Item 1.01 to this Current Report on Form 8-K is hereby incorporated by reference
into this Item 2.03.
Item
3.02 Unregistered Sale of Equity Securities.
The
disclosure set forth above under Item 1.01 to this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
The
issuance were made in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits
+
Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company will provide,
on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.
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 hereunto duly authorized.
| |
SRM
ENTERTAINMENT, INC. |
| |
|
|
| Date:
September 6, 2024 |
By: |
/s/
Richard Miller |
| |
Name: |
Richard
Miller |
| |
Title: |
Chief
Executive Officer |
EXHIBIT
4.1
THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AND COMPANY RESTRICTIONS.
SECURED
PROMISSORY NOTE
FOR
VALUE RECEIVED, SRM ENTERTAINMENT, INC., a Nevada corporation, its successors and assigns (the “Company”) promises
to pay to the order of Suretone Entertainment, Inc., a California corporation (“Holder”), in immediately available
funds, the aggregate principal amount set forth below (the “Principal Amount”), plus all accrued interest thereon,
in accordance with the terms of this Secured Promissory Note (“Note”).
Effective
Date: September 3, 2024
Principal
Amount: $1,500,000.00
Maturity
Date: September 3, 2025
1.
PAYMENT. The Principal Amount together with all accrued but unpaid interest shall be due and payable on the maturity
date set forth above (the “Maturity Date”). Payment shall be made at Holder’s address as set forth in Item 7.
below or as otherwise directed by Holder. If the Company consummates any kind of financing of at least $5.0 million while this Note is
outstanding (a “Qualified Financing”), the Company agrees to apply all proceeds from its Qualified Financing to repayment
of this Note until it has been paid in full.
2.
INTEREST. Interest shall accrue on the unpaid Principal Amount of this Note at the annual rate of Eight Percent
(8%) per annum simple interest until the entire Principal Amount is paid in full. Interest shall not be compounded and shall be computed
on the basis of a three hundred sixty five (365) day year, with any calculation based on actual days elapsed.
3.
PREPAYMENT. The Company may, at its option, at any time and from time to time, prepay all or any part of the Principal
Amount before the Maturity Date without any penalty; provided, that Company shall provide Holder with fifteen (15) days’
advance written notice of its intent to prepay this Note. Any partial prepayments made on this Note shall be applied first to any unpaid
fees, costs and expenses, then to accrued and unpaid interest balance, and last, to the Principal Amount.
4.
SECURITY. The Company hereby grants to Holder a first priority security interest in the Assets Acquired and Defined in
the Section 1.1 of the Asset Purchase Agreement attached hereto and Dated September 3, 2024 (the “Collateral”).
5.
REORGANIZATION. In the event of any consolidation or merger of the Company with or into any other corporation, limited
liability company, or other entity (collectively, “Persons”), or any other corporate reorganization, sale of all or
substantially all of the Company’s assets, or other transaction in which the Company experiences a change in control, so long as
the Company’s stockholders of record immediately prior to such transaction will, immediately after such transaction, hold less
than fifty percent (50%) of the voting power of the surviving or acquiring entity (any such transaction being hereinafter referred to
as a “Reorganization”), then, in each case, the Holder of this Note, shall have the right to request early full repayment
of the Principal Amount then due and outstanding together with all other sums due hereunder. The Company shall also ensure that the surviving
entity in any Reorganization assumes in writing all of the Company’s remaining obligations under this Note pursuant to an instrument
in form and substance satisfactory to Holder.
6.
REPRESENTATIONS AND WARRANTIES.
5.1
Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of its
state of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to
conduct its business as currently conducted or proposed to be conducted.
5.2
Authority. The Company has all requisite power and authority to execute, deliver and perform its obligations under this
Agreement and the other Transaction Documents to which it is a party and to consummate the Transaction. The execution, delivery and performance
of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the Transaction have been
duly authorized by all requisite corporate action on the part of the Company. This Agreement and the other Transaction Documents to which
the Company is a party constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance
with their respective terms.
5.3
No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company
(a) do not require the Company to file any notice with or obtain any consent, approval, authorization or exemption from any Person, including
any government or governmental agency or instrumentality (other than filings of notices under any applicable securities laws), (b) will
not violate any writ, injunction, decree, order, judgment, law, statute, ordinance, rule or regulation binding upon or applicable to
the Company, and (c) will not violate or constitute a default or breach under the Company’s certificate of incorporation or by-laws
or any agreement or commitment to which the Company is a party or by which it or any of its properties may be bound.
7.
DEFAULT. The occurrence of any one of the following events shall constitute an “Event of Default”
hereunder:
a)
The non-payment, when due, of the Principal Amount or all accrued and unpaid interest thereon pursuant to this Note;
b)
The breach of any representation or warranty set forth herein;
c)
The breach of any covenant or agreement set forth herein;
d)
The commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or the adjudication
of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Company
for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for the Company or for all or a substantial
part of the property of the Company; or the assignment by the Company for the benefit of creditors; or the written admission of the Company
of its inability to pay its debts as they come due;
e)
The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency,
adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect,
provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to
the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 20 days; or the issuance
of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the
property of the Company, which order, judgment or decree remains undismissed for 20 days; or a warrant of attachment, execution, or similar
process shall be issued against any substantial part of the property of the Company;
f)
The Company liquidates, transfers, sells or assigns substantially all of its assets or elects to wind down its operations or dissolve;
g)
The Company fails to stay current in its SEC reporting obligations or maintain its continued listing of the Company’s common stock
on NASDAQ Global Market;
h)
The Company breaches any other agreement that to which it is a party with Holder;
i)
This Note shall at any time cease to be secured by a first priority security interest in Assets acquired pursuant to the Asset Purchase
Agreement; or
j)
The Company shall default on any of its indebtedness.
There
shall be no cure period available for any Event of Default that shall occur set forth in Section 8 (d), (e), (f) or (g). Accordingly,
upon the occurrence of any Event of Default set forth in Section 8 (d), (e), (f) or (g), the entire unpaid Principal Amount due to Holder,
together with all accrued interest thereon and any other amounts owing to Holder hereunder, shall automatically become due and payable
immediately without the requirement for any notice. Upon the occurrence of any other Event of Default, and provided that such Event of
Default shall not have theretofore been cured by the Company within ten (10) business days after the occurrence thereof, the Holder,
may, by written notice to the Company, declare the entire unpaid Principal Amount due to Holder, together with all accrued interest thereon
and any other amounts owing to Holder hereunder, immediately due and payable.
In
the event that Holder at its sole discretion elects by written notice to the Company to allow the Company to continue with repayment
of the principal and interest on this Note after the occurrence of an Event of Default, the interest rate on the unpaid Principal Amount
of this Note will increase to ten percent (10%)(the “Default Interest Rate”), effective as of the date of the occurrence
of such Event of Default.
Any
payments that the Holder allows under this Section 8shall be made by wire transfer of immediately available funds or cashier’s
check.
Upon
the occurrence of any Event of Default, the Holder may, at any time, in its sole discretion, elect to immediately (without prior notice)
foreclose on the Collateral.
8.
NOTICES. Any and all notices, demands, advance requests or other communications required or desired to be given hereunder
by any party shall be in writing and shall be validly given or made to another party if (i) personally served, (ii) sent by email on
the date such email is sent (provided confirmation of such email being sent is provided upon request) (iii) deposited in the United States
mail, postage prepaid, return receipt requested. Notices hereunder are to be given as follows:
If
to the Company:
SRM
Entertainment, Inc.
1061
E. Indiantown Road, Suite 110
Jupiter,
FL 33477
Attn:
Richard Miller
E-Mail:
[***]
If
to the Holder:
Suretone
Entertainment, Inc.
c/o
Viet X. Do
13949
Ventura Boulevard, Suite #325
Sherman
Oaks, California 91423
Attention:
Jordan Schur
E-Mail:
[***]
With
a copy to:
Greenberg
Traurig, LLP
1840
Century Park East, Suite 1900
Los
Angeles, California 90067
Telephone:
[***]
Attention:
Jack McBride
E-Mail:
[***]
Notices
shall be effective only upon actual receipt by the addressee thereof.
9.
SUCCESSION AND ASSIGNABILITY.
This Note shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
The Holder may assign any of his or its rights, interests, or obligations hereunder at his or its own discretion without further approval
from the Company. The Company shall not assign this Note or delegate any of its obligations hereunder without the prior written consent
of Holder.
10.
GOVERNING LAW AND CONSENT TO JURISDICTION.
This Note shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law provisions.
The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding
on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Holder shall only be brought
in such courts.
11.
ATTORNEYS FEES. If the Holder hereof shall refer this Note to an attorney to enforce the terms hereof, the Company
agrees to pay all of the fees, costs and expenses incurred in attempting or effecting the enforcement of the Holder’s rights, including
reasonable attorney’s fees, whether or not suit is instituted.
12.
CONFORMITY WITH LAW. It is the intention of the Company and of the Holder to conform strictly to applicable usury
and similar laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges
which constitute interest under applicable usury and similar laws that are contracted for, chargeable or receivable under or in respect
of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned
by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded
to the Company or credited against the Principal Amount of this Note.
13.
SEVERABILITY. If any portion of this Note is declared by a court of competent jurisdiction to be invalid or unenforceable,
such portion shall be deemed severed from this Note, and the remaining part shall remain in full force and effect as if no such invalid
or unenforceable provisions had been a part of this Note.
14.
WAIVER. Holder shall not be deemed to have waived any rights under this Note unless such waiver is given in a dated
writing signed by Holder. No delay or omission on the part of Holder in exercising any right pursuant to this Note shall operate as a
waiver of such right or any other right. A waiver by Holder of any provision of this Note or of any rights against any individual, entity
or collateral shall not prejudice or constitute a waiver of strict compliance with all other provisions of this Note. No prior waiver
by Holder or course of dealing between Holder and the Company shall constitute a waiver of any rights of Holder or of any obligations
pursuant to this Note.
15.
ENTIRE AGREEMENT. This Note constitutes the entire agreement between the parties relating to the subject matter hereof
and may not be altered or amended except by a written agreement or amendment signed by the Company and Holder.
IN
WITNESS WHEREOF, the below parties signed and sealed this Note as of the date first above written.
COMPANY:
| SRM
ENTERTAINMENT, INC. |
|
| |
|
|
| By: |
/s/
Richard Miller |
|
| Name: |
Richard
Miller |
|
| Title: |
Chief
Executive Officer |
|
ACCEPTED
AND AGREED TO:
HOLDER:
| SURETONE
ENTERTAINMENT, INC. |
|
| |
|
|
| By: |
/s/
Jordan Schur |
|
| Name: |
Jordan
Schur |
|
| Title: |
Chief
Executive Officer |
|
EXHIBIT
10.1
ASSET
PURCHASE AGREEMENT
THIS
ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 3, 2024 (the “Effective Date”),
by and among SRM Entertainment, Inc., a Nevada corporation (“SRM”) referred to herein as the (“Purchaser”),
on the one hand, and Suretone Entertainment, Inc., a California corporation (the “Seller”), on the other hand.
RECITALS:
WHEREAS,
the Seller is the owner of the Asset (as defined in Section 1.1); and
WHEREAS,
the Seller wishes to sell, transfer and assign to the Purchaser, and the Purchaser wishes to purchase from the Seller, all of the Seller’s
right, title and interest in and to the Asset in exchange for the Purchase Price (as defined in Section 2.1), on the terms and
subject to the conditions set forth in this Agreement(the “Transaction”);
NOW,
THEREFORE, in consideration of the mutual promises, agreements and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
Section
1. Sale of Assets and Assumption of Liabilities.
1.1.
Purchase and Sale of Asset. Subject to the conditions set forth below, at the Closing (as defined in Section 2.3),
the Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Seller’s
right, title and interest in and to the Asset. As used in this Agreement, the term “Asset” shall mean all of the rights
and interests of the Seller of whatever kind or nature, real or personal, tangible or intangible and wherever located, as such asset
may exist at the time of the Closing (other than the Excluded Assets described in Section 1.2), as described on Schedule 1.1,
including, but not limited to the contracts listed on Schedule 1.1 (such contracts, the “Assumed Contracts”).
1.2.
Excluded Assets. Other than the Asset, the Purchaser expressly understands and agrees that it is not purchasing or acquiring,
and the Seller is not selling or assigning, any other assets or properties of the Seller, and all such other assets and properties shall
be excluded from the Asset (collectively, the “Excluded Assets”).
1.3.
Assumption of Liabilities. Subject to the terms and conditions set forth in this Agreement, at the Closing, as part of the
consideration for the purchase and sale of the Asset, the Purchaser shall assume, and shall thereafter pay and perform as they become
due, subject to all lawful defenses and setoffs, the following liabilities and obligations of Seller in accordance with their respective
terms (the “Assumed Liabilities”), and no others:
(a) all
Liabilities of the Seller arising out of or relating to the Seller’s ownership of the Asset prior to the Closing;
(b) all
Liabilities arising under or relating to the Assigned Contracts;
(c) all
Liabilities for Taxes relating to the Asset for any taxable period (or any portion thereof) beginning after the Closing Date; and
(d) all
other Liabilities arising out of or relating to the Purchaser’s ownership or operation of the Asset after the Closing.
For
purposes of this Agreement, “Liabilities” means liabilities, obligations or commitments of any nature whatsoever,
whether asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise.
1.4.
Excluded Liabilities. Except as specifically assumed pursuant to Section 1.3, the Purchaser shall not assume or be
responsible for any obligation or liability of the Seller, and the Seller shall continue to be responsible for all of its Liabilities,
whether arising prior to, at or subsequent to the Closing, whether or not related to the Asset and whether or not disclosed to the Purchaser
(collectively, the “Excluded Liabilities”). The Seller agrees to pay and discharge or cause to be paid and discharged
all Excluded Liabilities in accordance with their terms.
Section
2. Purchase Price and Closing.
2.1.
Purchase Price. The aggregate purchase price for the sale of the Asset to the Purchaser shall be Three Million Dollars ($3,000,000)
(the “Purchase Price”) and is payable by the Purchaser to the Seller as follows: (i) $250,000.00 in cash by check
or wire transfer of immediately available funds in accordance with the wire transfer instructions set forth on Schedule 2.1 (the
“Cash Consideration”); (ii) the issuance of the number of 1,500,000 restricted shares of SRM’s common stock,
par value $0.001 per share (the “SRM Common Stock”),; and (iii) the issuance of a promissory note in the original
amount of $1,500,000.00, payable by Purchaser to Seller in substantially the form of Exhibit A attached hereto (the “Note.
2.2.
Closing. Subject to the terms and conditions of this Agreement, the closing of the Transaction (the “Closing”)
shall take place on September 3, 2024 or such other time and date as mutually agreed to by the parties in writing (the “Closing
Date”) remotely by exchange of documents and signatures (or their electronic counterparts). The consummation of the Transaction
shall be deemed to occur at 5:00 PM Eastern Time on the Closing Date.
2.3.
Deliveries.
(a)
At the Closing, the Seller shall deliver to the Purchaser:
(i) a
certificate of the Secretary (or equivalent officer) of the Seller certifying as to (A) the Seller’s articles of incorporation
(including amendments thereto), (B) bylaws (including amendments thereto), (C) the resolutions of the board of directors and the stockholders
(or their equivalent) of the Seller, which authorize the execution, delivery and performance of this Agreement, and the other agreements,
instruments and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction
Documents”) and the consummation of the Transaction, and (D) the names and signatures of the officers of the Seller authorized
to sign this Agreement and the other Transaction Documents; and
(ii) any
other instruments of transfer or assignment, filings or documents, in form and substance reasonably satisfactory to the Purchaser, as
may be reasonably be required by the Purchaser to give effect to the Transaction and to vest in the Purchaser the Asset, free and clear
of all liens, security interests, charges, claims and other encumbrances of any kind, except as expressly set forth in this Agreement)
(“Encumbrances”); and
(b)
At the Closing, the Purchaser shall deliver or issue, as applicable, or cause to be delivered or issued, as applicable, to the Seller:
(i) the
Cash Consideration by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the
Seller to the Purchaser;
(ii) the
Share Consideration;
(iii) the
Note;
(iv) a
certificate of the Secretary (or equivalent officer) of the Purchaser certifying as to (A) the Purchaser’s articles of incorporation
(including amendments thereto), (B) bylaws (including amendments thereto), (C) the resolutions of the board of directors of the Purchaser,
and, if required, the stockholders of the Purchaser, authorizing the execution, delivery and performance of this Agreement and the other
Transaction Documents and the consummation of the Transaction, and (B) the names and signatures of the officers of the Purchaser authorized
to sign this Agreement and the other Transaction Documents; and
(v) a
Notice of Irrevocable Assignment by Seller to Purchaser of all of Seller’s right to receive payments following the Closing pursuant
to the Collection Account Management Agreement with Fintage Collection Account Management B.V. and the other parties thereto, in form
and substance reasonably satisfactory to Purchaser.
2.4.
Closing Conditions.
(a)
The obligations of the Seller to consummate the Transaction are subject to the satisfaction or waiver on or prior to the Closing Date
of all of the following conditions:
(i)
all representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement
and, if the Closing occurs other than on the date of this Agreement, true and correct in all material respects as of the Closing Date
as though such representations and warranties had been made on and as of that date; all of the terms, covenants and conditions of this
Agreement to be complied with and performed by the Purchaser on or before the Closing Date shall have been duly complied with and performed
by the Purchaser in all material respects; and a certificate to the foregoing effect dated the Closing Date and signed by the Purchaser
shall have been delivered to the Seller;
(ii)
as of the Closing Date, no action or proceeding before a court or any other governmental agency or body shall have been instituted or
threatened which seeks to restrain or prohibit or recover damages relating to the Transaction;
(iii)
the Seller shall have received the deliveries required to be made to the Seller at the Closing pursuant to Section 2.4; and
(iv)
all actions, proceedings, instruments and documents required to consummate the Transaction shall be reasonably satisfactory to the Seller.
(b)
The obligations of the Purchaser to consummate the Transaction are subject to the satisfaction or waiver on or prior to the Closing Date
of all of the following conditions:
(i)
all representations and warranties of the Seller contained in this Agreement shall be true and correct as of the date of this Agreement
and, if the Closing occurs other than on the date of this Agreement, true and correct in all material respects as of the Closing Date
as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this
Agreement to be complied with or performed by the Seller on or before the Closing Date shall have been duly performed or complied with
in all material respects; and a certificate to the foregoing effect dated the Closing Date and signed by the Seller shall have been delivered
to the Purchaser;
(ii)
as of the Closing Date, no action or proceeding before a court or any other governmental agency or body shall have been instituted or
threatened which seeks to restrain or prohibit or recover damages relating to the Transaction;
(iii)
all necessary consents of and filings with any Person relating to the consummation of the Transaction shall have been obtained, including,
but not limited to, any consents or other approvals required to be obtained from any Person with respect to the Asset or any Assumed
Contracts related to the sale, transfer and assignment of the Asset, the Assumed Liabilities and the Assumed Contracts;
(iv)
the Purchaser shall have received the deliveries required to be made to the Purchaser pursuant to Section 2.4;
(v)
the Purchaser shall have received a release, in form and substance satisfactory to the Purchaser, dated the Closing Date, releasing any
and all claims that the members, stockholders or other equity holders may have against the Seller with respect to the Asset;
(vi)
the Purchaser shall have received Uniform Commercial Code lien search reports with respect to the Seller and such other lien search reports
as it may reasonably require and such search reports shall not disclose any unpermitted liens which are not terminated prior to the Closing;
and
(vii)
all actions, proceedings, instruments and documents required to consummate the Transaction shall be reasonably satisfactory to the Purchaser.
(c)
The consummation of the Closing by a party shall constitute a waiver by such party of any conditions not satisfied prior to the Closing,
but no such waiver shall be deemed to affect any representations and warranties made by any party, or the survival of any representations
or warranties.
Section
3. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows:
3.1.
Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of its state
of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct
its business as currently conducted related to the Asset.
3.2.
Authority. The Seller has all requisite power and authority to execute, deliver and perform its obligations under this Agreement
and the other Transaction Documents to which it is a party and to consummate the Transaction. The execution, delivery and performance
of this Agreement and the other Transaction Documents by the Seller and the consummation of the Transaction by the Seller have been duly
authorized by all requisite corporate action on the part of the Seller. This Agreement and each of the other Transaction Documents to
which the Seller is a party constitute the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance
with their respective terms.
3.3.
No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Seller
and the consummation of the Transaction (a) do not require the Seller to file any notice with or obtain any consent, approval, authorization
or exemption from any Person, including any government or governmental agency or instrumentality (other than filings of notices required
under applicable securities laws), (b) shall not violate any writ, injunction, decree, order, judgment, law, statute, ordinance, rule
or regulation binding upon or applicable to the Seller, (c) shall not violate or constitute a default or breach under the Seller’s
articles of incorporation or by-laws or any agreement or commitment to which the Seller is a party or by which the Seller or any of its
properties (including the Asset) may be bound, and (d) shall not result in the imposition of any Encumbrance on the Asset.
3.4.
Liabilities. The Seller has no liabilities (whether known or unknown, fixed or contingent, liquidated or unliquidated or secured
or unsecured) that will be asserted against the Purchaser or the Asset after the Closing (except for the Assumed Liabilities). As of
the Closing Date, both before and after giving effect to the Transaction, the assets of the Seller exceed the liabilities of the Seller,
as determined in each case in accordance with generally accepted accounting principles and at their fair valuations, and the Seller shall
not have unreasonably small capital or be unable to pay its debts and perform its obligations as they become due.
3.5.
Title. The Seller has good and marketable title to the Asset, and the Bill of Sale shall transfer good and marketable title
in the Asset to the Purchaser, in each case free and clear of all Encumbrances.
3.6.
Contracts and Leases. The Assumed Contracts, together with this Agreement are the only agreement to which the Seller is a
party or by which the Seller is otherwise bound that (i) are required to transfer to the Purchaser complete ownership of the Asset, or
(ii) that shall be binding upon the Purchaser after the Closing with respect to the Asset. True, correct and complete copies of all Assumed
Contracts have been provided to the Purchaser. The Seller is not in default under any Assumed Contract.
3.7.
Compliance with Law. The Asset and the operation of the Business with respect to the Asset are in all respects in compliance
with all applicable laws, statutes, ordinances, rules, regulations, permits, licenses and authorizations.
3.8.
Litigation. There is no action, suit, proceeding or investigation in any court or before any arbitrator or government agency
or instrumentality pending or, to the knowledge of the Seller, threatened against or affecting the Seller with respect to the Asset.
There is no outstanding dispute, complaint or claim which has not been resolved that might result in the Asset becoming subject to any
lien or judgment. There is no judgment, order, writ, injunction or decree binding upon or applicable to the Seller with respect to the
Asset.
3.9.
Predecessors. The name of the Seller has not changed during the last five years. The Seller has not been a subsidiary or division
of another Person.
3.10.
Intellectual Property. The Seller owns or is licensed to use the Intellectual Property relating to the Asset without infringing
on or violating the rights of any other Person, and no consent of any other Person is required for the ownership or use thereof by the
Purchaser upon consummation of the Transaction. No claim has been asserted by any Person to the ownership or the right to use any of
the Intellectual Property or challenging or questioning the validity or effectiveness of any of the Intellectual Property.
3.11.
No Infringement. Neither the Asset, nor any part thereof, nor any materials contained therein, nor the title thereof, nor
the exercise of any right, license or privilege granted to the Purchaser hereunder, (i) violates or will violate, or infringes or will
infringe, any trademark, trade name, service mark, patent, copyright (whether common law or statutory), or, to the best of the Seller’s
knowledge, the literary, dramatic, musical, artistic, personal, private, civil, “droit moral” or property right or rights
of privacy or any other right of any Person, or (ii) slanders or libels (or constitutes a trade disparagement of) any Person whatsoever.
3.12.
Valid Copyright. The copyright in the Asset and the literary, dramatic and musical material upon which it is based or which
is contained in the Asset, is valid and no part of any thereof is in the public domain.
3.13.
Reliance. The Seller acknowledge that the Purchaser is entering into this Agreement in reliance upon the representations and
warranties made by the Seller contained herein. All representations and warranties made by the Seller in this Agreement shall survive
the Closing for the period of the applicable statute of limitations.
Section
4. Representations and Warranties of the Purchaser.
The
Purchaser represents and warrants to the Seller as follows:
4.1.
Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its state
of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct
its business as currently conducted or proposed to be conducted.
4.2.
Authority. The Purchaser has all requisite power and authority to execute, deliver and perform its obligations under this
Agreement and the other Transaction Documents to which it is a party and to consummate the Transaction. The execution, delivery and performance
of this Agreement and the other Transaction Documents by the Purchaser and the consummation by the Purchaser of the Transaction have
been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement and the other Transaction Documents
to which the Purchaser is a party constitute the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser
in accordance with their respective terms.
4.3.
No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Purchaser
and the consummation of the Transaction (a) do not require the Purchaser to file any notice with or obtain any consent, approval, authorization
or exemption from any Person, including any government or governmental agency or instrumentality (other than filings of notices under
any applicable securities laws), (b) will not violate any writ, injunction, decree, order, judgment, law, statute, ordinance, rule or
regulation binding upon or applicable to the Purchaser, and (c) will not violate or constitute a default or breach under the Purchaser’s
certificate of incorporation or by-laws or any agreement or commitment to which the Purchaser is a party or by which it or any of its
properties may be bound.
Section
5. Additional Agreements.
5.1.
Tax Returns. On and after the Closing, each party shall, and shall cause each of its affiliates to, provide to each of the
other parties hereto such cooperation and information as any of them reasonably may request in connection with the filing of any tax
return, amended tax return or claim for refund, determining any liability for taxes or a right to refund of taxes or in conducting any
audit or other proceeding in respect of taxes, in each case, arising from consummation of the Transaction.
5.2.
Cooperation. Following the Closing, each party hereto shall deliver or cause to be delivered to the other parties hereto such
additional documents, releases, assignments and instruments as the other parties may reasonably request for the purpose of carrying out
the purposes of this Agreement. The Seller shall cooperate and use reasonable efforts to have the present and former officers, directors
and employees of the Seller cooperate with the Purchaser on and after the Closing in furnishing information, evidence, testimony and
other assistance in connection with any filing obligations, actions, proceedings, arrangements or disputes of any nature with respect
to matters pertaining to periods prior to the Closing Date.
5.3.
Turnover of Payments. In the event that any party hereto (a “Receiving Party”) receives any payment, instrument
of payment or other property to which any other party hereto is entitled, such Receiving Party shall deliver the same or cause the same
to be delivered promptly to the party entitled thereto (with endorsement if necessary but otherwise in the same form as received) and
until so delivered hold the same in trust for the benefit of and as the property of the party entitled thereto.
5.4.
Public Announcements. Each party agrees to not issue any press release or respond to any press inquiry with respect
to this Agreement, the Transaction Documents or the Transaction without the prior approval of the other parties (which approval shall
not be unreasonably withheld), except as may be required by applicable law or any requirement of any securities exchange upon which the
securities of any party are listed for trading.
5.5.
Payment of Obligations Not Assumed. All Liabilities of the Seller not specifically assumed by the Purchaser in this
Agreement, including all Liabilities of the Seller for income taxes, sales taxes and other Liabilities accruing prior to the Closing
Date shall be paid by the Seller, and the Purchaser shall have no responsibility therefor.
Section
6. Indemnification.
6.1.
Indemnification.
(a) The
Seller shall indemnify, defend and hold harmless the Purchaser from and against all actions, proceedings, Liabilities, losses, claims,
demands, damages, costs and expenses, including reasonable attorneys’ fees (collectively, “Claims and Losses”),
to the extent arising out of or related to (i) any Excluded Liabilities, and (ii) any breach of any representation, warranty or agreement
made by the Seller in this Agreement or any of the other Transaction Documents..
(b) The
Purchaser shall indemnify, defend and hold harmless the Seller from and against all Claims and Losses to the extent arising out of or
related to (i) the failure of the Purchaser to discharge any of the Assumed Liabilities pursuant to their terms, and (ii) any breach
of any representation, warranty or agreement made by the Purchaser in or pursuant to this Agreement or any of the other Transaction Documents.
(c) Notwithstanding
anything to the contrary set forth in Section 6.2(a), or any other Section of this Agreement, (i) the maximum liability of the
Seller for Claims and Losses pursuant to Section 6.2(a) shall be the Purchase Price, (ii) the Seller shall have no liability for
Claims and Losses pursuant to Section 6.2(a) until a court of competent jurisdiction shall have issued a final nonappealable order
setting forth the amount of such liability, and (iii) the sole recourse for such liability for Claims and Losses and such an order shall
be against the Share Consideration and the Note. For the sake of clarity, the Seller shall have no liability for any Claims and Losses
whatsoever pursuant to Section 6.2(a) except to the extent of the Purchaser’s recourse against the Share Consideration and
the Note.
(d) Notwithstanding
anything to the contrary set forth in Section 6.2(b) or any other Section of this Agreement, (i) the maximum liability of Purchaser
for Claims and Losses pursuant to Section 6.2(b) shall be the Purchase Price, and (ii) the Purchaser shall have no liability for
Claims and Losses pursuant to Section 6.2(b) until a court of competent jurisdiction shall have issued a final nonappealable order
setting forth the amount of such liability.
6.2.
Survival. The representations, warranties and agreements made by the parties in this Agreement and the other Transaction Documents
shall survive the Closing for the period of the applicable statute of limitations.
6.3.
Specific Performance. Each party hereto acknowledges that a refusal without just cause by such party to comply with the agreements
made herein would cause irreparable harm to the other party or parties for which there may be no adequate remedy. In such circumstances,
a party or parties not in default at the time of such refusal shall be entitled, in addition to other remedies set forth in this Agreement,
to specific performance of this Agreement by the party or parties that so refused to comply with or breached this Agreement.
6.3.
Exclusive Remedies. The rights and remedies provided in this Section 6 shall be the sole and exclusive rights and remedies
of each party hereto (whether in respect of contract, tort, or otherwise) with respect to any breach by any party of any provision of
this Agreement or any other Transaction Document or otherwise related to or arising out of in any way the execution, delivery and performance
of this Agreement by the parties and the consummation of the Transaction. The rights and remedies provided in this Agreement are cumulative,
and the exercise of any one right or remedy by any party shall not preclude or constitute a waiver of its right to exercise any or all
other rights or remedies to which it is entitled.
Section
7. Tax Matters. Each party acknowledges and agrees that the Transaction is expected to be a taxable transaction and that none
of the parties hereto has made any representation or warranty with respect to the potential or actual federal, state and local tax consequences
of the Transaction and each party has consulted and relied solely upon its own tax advisors with respect to such matters and has assumed
all risks related thereto.
Section
8. Miscellaneous.
8.1.
Expenses. Each party shall pay its own expenses incurred in connection with this Agreement, the Transaction Documents and
the Transaction.
8.2.
No Brokers. Each party represents and warrants that it employed no broker or agent in connection with the Transaction, and
agrees to indemnify the other parties hereto against all Losses arising out of claims for fees or commission of brokers employed or alleged
to have been employed by such indemnifying party.
8.3.
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) as
of the date delivered if delivered personally, by courier or by courier service, (b) three business days after deposit in the United
States mail, registered or certified mail, postage prepaid, return receipt requested, or (c) upon receipt, when sent by electronic mail
(provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does
not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such
recipient). The addresses and e-mail addressed for such communications, which may be updated from time to time by any party, by notice
to the other party, are:
If
to the SRM:
SRM
Entertainment, Inc.
1061
Indiantown Rd., Suite 110
Jupiter,
Florida 33477
Attention:
Richard Miller
Title:
Chief Executive Officer
Email:
[***]
with
a copy to:
Lucosky
Brookman LLP
101 Wood Avenue South, 5th Floor
Woodbridge, New Jersey 08830
Telephone: (732) 395-4400
Attention: Joseph Lucosky, Esq.
E-Mail: [***]
If
to the Seller:
Suretone
Entertainment, Inc.
c/o
Viet X. Do
13949
Ventura Boulevard, Suite #325
Sherman Oaks, California 91423
Attention:
Jordan Schur
E-Mail:
[***]
With
a copy to:
Greenberg
Traurig, LLP
1840 Century Park East, Suite 1900
Los
Angeles, California 90067
Telephone: (310) 586-3886
Attention: Jack McBride
E-Mail: [***]
8.4.
Severability. In the event that any of the provisions contained in this Agreement shall, for any reason, be declared or held
to be unreasonable, unlawful, unenforceable or otherwise invalid in any respect, such term or provision shall be deemed modified to the
extent necessary to make it enforceable, and in no event shall such declaration or holding affect the validity of any other provision
of this Agreement, all of which provisions shall continue in effect in accordance with their terms.
8.5.
Interpretation. The representations, warranties, agreements and covenants of the parties made in the Transaction Documents
shall survive the consummation of the Transaction for the period of the applicable statute of limitations, and the consummation of the
Transaction shall not be deemed a waiver of a breach of or inaccuracy in any representation, warranty, agreement or covenant or of any
party’s rights and remedies with regard thereto. No specific representation, warranty, agreement or covenant contained herein shall
limit the applicability of a more general representation, warranty, agreement or covenant contained herein. The use of the terms “including”
or “include” shall in all cases mean “including without limitation” or “include without limitation”,
respectively.
8.6.
Exercise of Rights and Remedies. No delay or omission in the exercise of any right, power or remedy accruing to any party
as a result of any breach or default by the other party under this Agreement shall impair any such right, power or remedy, nor shall
it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor
shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.
8.7.
Remedies Cumulative. No right, remedy or election given by any term of this Agreement shall be deemed exclusive but each shall
be cumulative with all other rights, remedies and elections available at law or in equity.
8.8.
Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida without
giving effect to the principles of conflict of laws thereof.
8.9.
Assignment, Binding Effect and Entire Agreement. This Agreement and the rights and obligations of the Seller hereunder may
not be assigned, whether by operation of law or otherwise, without the prior written consent of the Purchaser. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto, including their respective successors and assigns. This Agreement
(including the Schedules and Exhibits attached hereto) and the documents referred to herein set forth the entire agreement of the parties
hereto concerning the subject matter of this Agreement and supersede any and all prior agreements and understandings relating to the
subject matter of this Agreement. This Agreement may only be modified or amended by an agreement in writing executed by each of the parties
hereto and any term of this Agreement may be waived only with the written consent of the party sought to be bound.
8.10.
No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and, to the extent provided herein,
their successors and permitted assigns, and no provision of this Agreement shall be deemed to confer upon any Person not a party hereto
any remedy, claim, liability, reimbursement, cause of action or other right.
8.11.
Counterparts. This Agreement may be executed in any number of counterparts or using separate signature pages. Each such executed
counterpart and each counterpart to which such signature pages are attached shall be deemed to be an original instrument, and all such
counterparts together will constitute one and the same instrument.
8.12.
Captions. The section headings in this Agreement are provided for convenience only and are not to be considered in the interpretation
of this Agreement.
8.13.
Confidentiality. At all times after the Effective Date, each of the parties shall hold, and shall cause its respective officers,
employees, representatives, attorneys, advisers and affiliates and such affiliates’ respective officers, employees, representatives,
attorneys, and advisors, and affiliates to hold, in confidence and not disclose to any other Person for any reason whatsoever any part
of this Agreement, including the Transaction Documents, including the terms or details of the Transaction (collectively, the “Information”),
except to the extent (i) necessary for such party to consummate and give full effect to the Transaction, (ii) such Information is otherwise
available from third parties without restriction on further disclosure or is required by order of any court or by law or by any regulatory
agency to which any party is subject or in connection with any civil or administrative proceeding (each party agreeing to give prior
notice, to the extent practicable, to the other party of any required disclosure of the Information), (iii) such Information is or becomes
publicly known other than through actions, direct or indirect, of the other party, any of such party’s officers, employees, representatives,
attorneys, advisers or affiliates, or any of such affiliates’ respective employees, officers, representatives, attorneys, advisers
or affiliates, or (iv) such Information is used for purposes of enforcing a party’s rights hereunder or under any of the other
Transaction Documents.
8.14.
WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTION.
[signature
page follows]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above written.
| |
SRM
ENTERTAINMENT, INC. |
| |
|
|
| |
By: |
/s/
Richard Miller |
| |
Name: |
Richard
Miller |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
|
|
| |
SURETONE
ENTERTAINMENT, INC. |
| |
|
|
| |
By: |
/s/
Jordan Schur |
| |
Name: |
Jordan
Schur |
| |
Title: |
Chief
Executive Officer |
Signature
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SRM Entertainment (NASDAQ:SRM)
Gráfica de Acción Histórica
De Sep 2024 a Oct 2024
SRM Entertainment (NASDAQ:SRM)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024
