| Item 1.01.
| Entry into a Material Definitive Agreement.
|
On June 3, 2022, Frontera Group, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”), by and among the Company and Intellimiedia Networks, Inc., a Nevada corporation (the “Seller”), pursuant to which the Company will purchase from the Seller all of the Seller’s right, title and interest in certain intellectual property rights (the “Purchased Assets”).
As consideration for the Purchased Assets, (a) at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”), the Company will (i) pay the Sellers an initial cash payment of $75,000, and (ii) issue to the Sellers 20,000,000 shares of common stock, $0.00001 par value per share (“Common Stock”), of the Company.
The Company will pay to Seller an additional four million nine-hundred twenty-five thousand dollars ($4,925,000) (the “Additional Consideration”) on the earlier of; (i) completion of a capital raise of by the Company of at least twelve million dollars ($12,000,000), or (ii) December 31, 2023. Except by written agreement and as otherwise written and agreed to, if the Additional Consideration is not paid to the Seller pursuant to the above, all of the Purchased Assets will automatically revert back to Seller. The Company will also issue 55,000,000 shares of its Common Stock to the Seller pursuant to an employment agreement.
In the Purchase Agreement, the Sellers made customary representations and warranties to the Company concerning, among other matters, its business, operations, organization, authorization, capitalization, properties, employees, assets, liabilities and financial condition and their ownership interests in the Purchased Assets. The Company also made certain limited representations to the Sellers regarding, among other matters, its organization and authorization.
The obligations of the parties to consummate the transaction is subject to customary closing conditions. In addition, the Purchase Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including, among other reasons, by written notice by either the Company or the Seller.
If the Purchase Agreement is terminated, all further obligations of the parties under the Purchase Agreement (except for certain obligations related to publicity, confidentiality, fees and expenses, termination and general provisions) will terminate, and no party to the Purchase Agreement will have any further liability to any other party thereto. There are no termination fees in connection with the termination of the Purchase Agreement.
The representations and warranties and the covenants in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement for the purpose of allocating contractual risk between those parties and do not establish such matters as facts.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.