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Subsequent Events
9 Months Ended
Sep. 30, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 19 – SUBSEQUENT EVENTS

 

Ionic Share Issuance

 

As discussed elsewhere in this report, the Company entered into a Purchase Agreement with Ionic in March 2022 for the purchase and sale of shares of the Company’s common stock, subject to certain limitations. On March 31, 2022, the Company effected an initial purchase of $3,000,000 in shares of common stock (the “Primary Shares”) under the Purchase Agreement, and issued Ionic 2,926,000 pre-settlement shares, which reflected an estimated value (the “Estimated Value”) of the shares, as calculated in accordance with the terms of the Purchase Agreement.  The Purchase Agreement includes a forward pricing mechanism, pursuant to which Ionic is entitled to receive, from time-to-time at Ionic’s request, additional true-up shares of the Company’s common stock (“True-Up Shares”) at a later date, for no additional consideration.

 

On October 24, 2022, pursuant to a written request from Ionic in accordance with the terms of the Purchase Agreement, the Company issued Ionic 3,417,500 True-Up Shares for no additional consideration.

 

Managed Services Agreement

 

On November 8, 2022, the “Company, and BattleBridge Acquisition Co., LLC, a wholly owned subsidiary of the Company (“Battlebridge”), entered into a Managed Services Agreement (the “MSA”) with a significant new client (the “Client”), pursuant to which Battlebridge will provide certain affiliate management, website development, lead generation, email management, and search engine optimization services (collectively, the “Services”) to Client through the Company’s platform. The MSA will terminate on October 31, 2023, provided that the term may be extended beyond such date by mutual written agreement of the parties. Notwithstanding the foregoing, Client may terminate the MSA at any time after January 1, 2023, without cost or any penalty, in the event that it is dissatisfied with the Services provided thereunder.

 

In connection with the MSA, on November 8, 2022, the Company and Client also entered into an Independent Contractor Agreement (the “IC Agreement,” and together with the MSA, the “Agreements”), pursuant to which Client will provide, on a non-exclusive basis, certain business development strategies and execution and consulting services regarding e-commerce, digital marketing, and online advertising, including lead generation, affiliate marketing and brand development to the Company. The term of the IC Agreement coincides with the term of the MSA.

 

As compensation for the services to be provided by Client to the Company under the IC Agreement, the Company agreed to issue Client 1,750,000 restricted shares of its common stock (the “Initial Shares”) upon execution of the Agreements. In the event that the proposed acquisition of a wholly owned subsidiary of the Company by Abri SPAC I, Inc., which proposed acquisition was previously disclosed by the Company in that Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022, is not completed on or before April 1, 2023, then the Company shall issue Client an additional 1,750,000 restricted shares of its common stock (such additional shares together with the Initial Shares, the “Registrable Shares”) as further contingent consideration pursuant to the Agreements. In addition, the Company agreed to reimburse up to $25,000 of legal fees paid by Client in connection with the Agreements.

 

Pursuant to the MSA, Client shall have certain piggyback registration rights with respect to the Registrable Shares.