EXHIBIT 1.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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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: None
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.
SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K filed by LZG International, Inc. with the Securities and Exchange Commission (the “SEC”) contains or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, management; as well as estimates and assumptions made by management. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to the Company or management, identify forward looking statements.
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into A Material Definitive Agreement
LZG International, Inc. (“LZG” or “the Company”) and its wholly owned subsidiary, FatBrain Acquisition Company Limited, a limited company registered in England and Wales with registration number 14295074 (“FatBrain Acquisition”) have entered into a Share Purchase Agreement (“Share Purchase Agreement”), dated as of November 14, 2022, with the shareholders of Predictive Black Ltd (together “Sellers”), to acquire all outstanding shares of Predictive Black Ltd, a United Kingdom limited company (“PB Ltd”). The parties closed this transaction on November 14, 2022 (“Closing Date”).
PB Ltd is a data analytics company that uses machine learning and artificial intelligence to constantly improve and give increasingly refined predictive forecasts. The Sellers agreed to sell and assign all of their ownership interests and rights in PB Ltd to FatBrain Acquisition, in exchange for a combination of LZGI stock and cash, the payment of a portion of which will be deferred for several months.
Except for the Share Purchase Agreement and the transactions contemplated thereby, neither Sellers, nor PB Ltd, nor any of its officers or directors serving before the Share Purchase Agreement had any material relationship with LZG or LZG’s affiliates prior to this transaction.
The description of the Share Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is filed as Exhibit 1.1 hereto, and the terms of which are incorporated by reference herein. This summary is not intended to modify or supplement any factual disclosures about the Company, and should not be relied upon as disclosure about the Company without consideration of the periodic and current reports and statements that the Company files with the SEC. The terms of the Share Purchase Agreement govern the contractual rights and relationships between, and allocate risks among, the parties thereto in relation to the transactions contemplated thereby. In particular, the representations and warranties made by the parties to each other in the Share Purchase Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including subsequent events, information included in public filings, disclosures made during negotiations among the parties, correspondence between the parties and disclosure schedules to the Purchase Agreement. Accordingly, such representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and should not be relied upon as statements of fact.
SECTION 2 – FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the Share Purchase Agreement, LZG has acquired, through its subsidiary FatBrain Acquisition, all the outstanding equity interests in PB Ltd from the Sellers, thereby becoming indirect owner of all of its assets and liabilities.
Predictive Black Ltd. is a UK-based innovator of real-time cash management, financial insights, and business wellness for small and medium-sized enterprises. Starting with the principle that forecasts using only internal data are flawed, Predictive Black created a cross-industry analysis using high-level and deep-sector data to underpin forecasts for their clients. The platform connects to third party data securely and continuously reveals and refines relevant data connections into insights. Predictive Black is a regulated entity in the UK by the Financial Conduct Authority, a member of the UK Open Banking ecosystem, winner of a UK Innovate Grant, and an alumnus of the Creative Destruction Lab, Oxford University.
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SECTION 8 – OTHER EVENTS
Item 8.01. Other Events
On November 15, 2022, the Company issued a press release (the “Press Release”) announcing the consummation of the transaction contemplated in the Share Purchase Agreement. A copy of the Press Release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
The pro forma financial information shall be filed by amendment to this Form 8-K no later than 71 days after the date of this filing.
(c) Shell Company Transactions.
None.
(d) Exhibits.
The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.
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| Press Release of LZG International, Inc. issued on November 15, 2022. | |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
Date: November 16, 2022 | By: | /s/ Peter B. Ritz |
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| Peter B. Ritz |
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| Chief Executive and Financial Officer |
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| Secretary |
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| Chairman of the Board |
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EXHIBIT 1.1
EXHIBIT 99.1
FatBrain Acquires UK-based Forecasting Innovator Predictive Black To Help SMEs Optimize Cash Management
NEW YORK, NY / ACCESSWIRE / November 15, 2022 / FatBrain AI (LZG International, Inc., OTCQB:LZGI), the leader in powerful and easy-to-use artificial intelligence (AI) solutions for star enterprises of tomorrow (some call SMEs), has acquired Predictive Black Ltd, a UK-based innovator of real-time cash management, financial insights, and business wellness for SMEs.
The Predictive Black SaaS platform delivers to SMEs personalized forecasts for revenue, costs and cash, innovating the global $135B+ open banking market. It works by securely connecting, aligning and continuously scoring the clients’ financial signals from banking data, accounting software (e.g., Xero, QuickBooks), revealing insights within the context of specific sector and market dynamics. Within minutes, Predictive Black subscribers gain visibility into their cash, revenues, and forecasts with easy-to-use, peer intelligence dashboards organized by relevant, adjacent product and service sectors, by postal code.
"Maximizing cashflow across growth needs, product mix and pricing demands is a hard problem for most businesses, and especially SMEs," said Peter B. Ritz, co-founder and CEO of FatBrain AI. "With the Predictive Black subscription, any businesses can quickly and easily wargame critical decisions on price, product and revenue cycles. Play out the worst to best scenarios and optimize for profit – all while grounded within the context of outcome dynamics realized by their market peers.”
"We take the hassle and stress out of financial forecasting, giving all businesses quantitative confidence over their financial future,” said Zitah McMillan, CEO and co-founder of Predictive Black, emerita member of the executive committee for the UK Financial Conduct Authority and international unit CEO for Dollar Financial. “Connecting and aligning relevant data signals to reveal actionable insights drives advantages at multiple levels as part of our extended enterprise go-to-market (GTM). That is, our regional, national and multi-national banking GTM partners are motivated to distribute Predictive Black SaaS to thousands of their SME customers, enabling accelerated credit delivery, risk selection and risk appetite optimization. In turn, SMEs get growth capital and Predictive Black peer intelligence insights faster. Together, the framework enables policy makers at the regional, national and multinational levels with greater clarity and visibility for attainable, growth-boosting, responsible regulation.”
About FatBrain AI (LZG International, Inc., OTCQB:LZGI):
FatBrain AI provides powerful and easy-to-use AI solutions to empower the star enterprises of tomorrow (SMEs) to grow, innovate, and drive the majority of the global economy. FatBrain's AI 2.0 technologies and advanced data services transform continuous learning, narrative reasoning, cloud and blockchain technologies into auditable, explainable and easy to integrate AI solutions. FatBrain's subscription model allows all companies to deploy its advanced AI solutions quickly and easily, securely utilizing them on premises behind their firewalls or via cloud.
For more information, please visit: https://www.fatbrain.ai
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About Predictive Black Ltd:
Predictive Black was founded in 2019 to make financial decision making easier for SMEs of all sizes. Starting with the principle that forecasts using only internal data are flawed, Predictive Black created a cross-industry analysis using high-level and deep-sector data to underpin forecasts for their clients. The platform connects to third party data securely and continuously reveals and refines relevant data connections into insights. Predictive Black is a regulated entity in the UK by the Financial Conduct Authority, a member of the UK Open Banking ecosystem, winner of a UK Innovate Grant, and an alumni of the Creative Destruction Lab, Oxford University.
For more information, please visit https://predictiveblack.com
This release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. This release contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business, which include the risk factors disclosed in our Form 10-K filed with the Securities and Exchange Commission on September 13, 2022. Forward-looking statements include statements regarding our expectations, beliefs, intentions, or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," and "would" or similar words. All forecasts provided by management in this release are based on information available at this time and management expects that internal projections and expectations may change over time. In addition, the forecasts are based entirely on management's best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers about our products and services. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
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