0001493152-22-009459.txt : 20220408 0001493152-22-009459.hdr.sgml : 20220408 20220408155337 ACCESSION NUMBER: 0001493152-22-009459 CONFORMED SUBMISSION TYPE: 10-12G PUBLIC DOCUMENT COUNT: 91 FILED AS OF DATE: 20220408 DATE AS OF CHANGE: 20220408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RDE, Inc. CENTRAL INDEX KEY: 0001760233 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 452482974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-56417 FILM NUMBER: 22816879 BUSINESS ADDRESS: STREET 1: 5880 LIVE OAK PARKWAY STREET 2: SUITE 100 CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 630-948-0716 MAIL ADDRESS: STREET 1: 5880 LIVE OAK PARKWAY STREET 2: SUITE 100 CITY: NORCROSS STATE: GA ZIP: 30093 FORMER COMPANY: FORMER CONFORMED NAME: uBid Holdings, Inc./New DATE OF NAME CHANGE: 20190614 FORMER COMPANY: FORMER CONFORMED NAME: Incumaker, Inc. DATE OF NAME CHANGE: 20181128 10-12G 1 form10-12g.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10

 

General Form for Registration of Securities

 

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

 

RDE, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   45-2482974
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
     
Lakeside Corporate Court    
5880 Live Oak Parkway, Suite 100    
Norcross, Georgia   30093
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (847) 506-9680

 

Securities to be registered under Section 12(b) of the Act: None

 

Securities to be registered under Section 12(g) of the Exchange Act:

 

Title of each class to be so registered   Name of Exchange on which each class is to be registered
Common Stock, $.001   N/A

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

  Large accelerated filer ☐   Accelerated filer ☐
       
  Non-accelerated filer ☐   Smaller reporting company ☒
  (Do not check if a smaller reporting company)    

 

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. ☐

 

 

 

 

 

 

TABLE OF CONTENTS

 

        Page
EXPLANATORY NOTE   i

FORWARD-LOOKING STATEMENTS

   ii
Item 1.   Business.   1
Item 1A.   Risk Factors.   10
Item 2.   Financial Information.   27
Item 3.   Properties.   36
Item 4.   Security Ownership of Certain Beneficial Owners and Management.   36
Item 5.   Directors and Executive Officers.   37
Item 6.   Executive Compensation.   42
Item 7.   Certain Relationships and Related Transactions, and Director Independence.   44
Item 8.   Legal Proceedings.   45
Item 9.   Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.   45
Item 10.   Recent Sales of Unregistered Securities.   46
Item 11.   Description of Registrant’s Securities to be Registered.   48
Item 12.   Indemnification of Directors and Officers.   49
Item 13.   Financial Statements and Supplementary Data.   50
Item 14.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.   50
Item 15.   Financial Statements and Exhibits.   50
EXHIBIT INDEX   51
SIGNATURES   52

 

 

 

 

EXPLANATORY NOTE

 

RDE, Inc. is filing this General Form for Registration of Securities on Form 10, which we refer to as the Form 10, to register its common stock, par value $0.001 per share, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Unless otherwise mentioned or unless the context requires otherwise, when used in this Form 10, the terms “RDE,” “Company,” “we,” “us,” and “our” refer to RDE, Inc.

 

RDE is an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements in future reports that we file with the United States Securities and Exchange Commission, or SEC.

 

RDE is a “smaller reporting company” as defined in Exchange Act Rule 12b-2. However, we are not currently electing to take advantage of the scaled disclosure available to smaller reporting companies.

 

i

 

 

FORWARD LOOKING STATEMENTS

 

There are statements in this Form 10 that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Form 10 carefully, especially the risks discussed under “Risk Factors.” Although management believes that the assumptions underlying the forward looking statements included in this Form 10 are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Form 10 will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.

 

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Form 10, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

 

  ● Our ability to effectively execute our business plan;
     
  ● Our ability to manage our expansion, growth and operating expenses;
     
  ● Our ability to locate, close and integrate prospective acquisition targets.
     
  ● Our ability to overcome the effects of pandemics and labor shortages on the restaurant business;
     
  ● The effect of disruptions in or impairments to our ability to use our computer programs used to manage our business;
     
  ● Our ability to retain and grow our customer and restaurant base;
     
  ● Our ability to enter into, sustain and renew customer and restaurant arrangements on favorable terms;
     
  ● Our ability to evaluate and measure our business, prospects and performance metrics;
     
  ● Our ability to compete and succeed in a highly competitive industry;
     
  ● Our ability to respond and adapt to changes in technology and customer behavior;
     
  ● Our ability to develop, maintain and enhance a strong brand; and
     
  ● Unanticipated changes in laws, rules and regulations, impacting ecommerce companies;

 

ii

 

 

Item 1. Description of Business

 

Overview

 

RDE, Inc. owns and operates Restaurant.com. Restaurant.com is a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. Founded in 1999, we connect digital consumers, businesses, and communities offering over 200,000 dining and merchant deal options nationwide at over 182,500 restaurants and retailers to over 7.8 million customers. Our 12,500 core restaurants and 170,000 Dining Discount Pass restaurants and retailers extend nationwide. Our top three B2C markets are New York, Chicago, and Los Angeles.

 

We earn revenue from transactions in which we sell discount certificates for restaurants and complementary entertainment and travel offerings and consumer products on behalf of third-party merchants. Those complementary offerings and products transactions generally involve a customer’s purchase of a voucher through one of our websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid to the merchant. Revenue also includes direct sales of our restaurant discount certificates on our website and is the purchase price received from the customer. We also earn revenue when online partners drive customers to our websites to purchase our discount certificates and complementary offerings and products, where the revenue equals the purchase price less an agreed upon portion paid to the partners.

 

Approximately 9-13 days each month we email our customers offers for restaurant discounts experiences and products based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a participating restaurant. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase deals from us and redeem them with our merchant partners.

 

Through our websites, www.restaurant.com, www.specials.restaurant.com, and mobile iOS and Android apps, we provide an affordable dining and entertainment experiences. In addition to purchasing restaurant and discount certificates, entertainment and travel deals and consumer products as well as company gift card redemption, our website and mobile platform provide additional information to assist the customer and encourage return visits to our websites, including restaurant menus, entree pricing, mapping and directions, and extensive filtering options, including most popular cuisine type and “Deals Near Me” for nearby restaurants. Paperless restaurant certificate redemption and validation can also occur on our mobile platforms. In the past year, there were an average of 1.3 million unique visitors per month to our digital platforms including our mobile and Specials offerings. Since the launch of our mobile apps in 2012, mobile has grown from zero to 49% of our B2C revenue and over 60% of the B2C orders with over 6.0 million downloads of our apps for the six months ending December 31, 2021.

 

Restaurant.com’s B2B sales program has grown significantly since its introduction in 2004 and now comprises 40% of our revenue. Our high-value, low-cost features enable businesses to use Restaurant.com certificates to entice new and existing customers to increase sales, promote customer satisfaction and incent desired behavior. The availability of use in every market, features like “never expire” and online exchange, and use by every customer demographic to fit every business’s customer base are features which we believe provide almost unlimited market potential for Restaurant.com’s B2B division.

 

Recent Mergers and Acquisitions

 

Effective February 28, 2022, we closed the merger with GameIQ, Inc., a developer of consumer gamification technologies for retail businesses. Under the terms of the Agreement and Plan of Merger (the “Merger Agreement”), we agreed to issue 600,000 restricted shares of our common stock and issued promissory notes to Balazs Wellisch, President and co-founder, and Quentin Blackford, Director, of GameIQ, in the principal amounts of $78,813 and $62,101, respectively, bearing interest at 1% per annum, to repay loans by Mr. Wellisch and Mr. Blackford to GameIQ. Each note requires repayment in six equal biannual installments, with the first installment due on the six-month anniversary of the Closing Date as that term is defined in the Merger Agreement. Following the merger, Balazs Wellisch became the Chief Technology Officer of Restaurant.com, a subsidiary of ours.

 

Effective March 1, 2020, we entered into an asset purchase agreement with Restaurant.com, Inc., a private Delaware corporation. We purchased substantially all assets, but no liabilities, of Restaurant.com for a total purchase price of $5,500,000, of which $725,000 was cash, $3,275,000 was in the form of 363,889 shares of our common stock and the balance of $1,500,000 was in the form of a three year promissory note bearing annual interest of 6%. Kenneth Chessick, the former President, CEO and Chairman of Restaurant.com entered into a 12-month consulting agreement with the Company.

 

1

 

 

On September 25, 2020 FINRA announced the change of our name from uBid Holdings, Inc. to RDE, Inc. and the change of our trading symbol from UBID to RSTN to reflect our new name and new focus on the business of Restaurant.com.

 

Effective November 5, 2018, we entered into a merger agreement (the “uBid Merger Agreement”) dated October 23, 2018, whereby all of the shareholders of uBid , a privately held Delaware corporation, exchanged all of their shares of common stock for newly issued shares of Incumaker common stock (the “uBid Merger”). As a result of the uBid Merger, (i) uBid shareholders acquired 85.7% of the fully diluted shares of Incumaker, (ii) the business of uBid continued as the existing business operations of Incumaker and (iii) Incumaker was managed by uBid’s management after effectiveness of the Merger under Delaware law. The transaction was accounted for as a reverse merger.

 

On November 12, 2018, we entered into a reverse triangular merger transaction (the “SkyAuction Merger”) among SkyAuction.com, Inc. (“SkyAuction”), SA Acquisition Corp. and Incumaker whereby all of the shareholders of SkyAuction exchanged all of their shares of common stock for newly issued shares of Incumaker common stock in accordance with the terms of the Agreement and Plan of Merger among these companies (the “SkyAuction Merger Agreement”). SkyAuction was the surviving corporation after merging with SA Acquisition Corp. and remained a wholly owned subsidiary of Incumaker. As a result of the SkyAuction Merger, SkyAuction acquired 40.25% of the issued and outstanding shares of Incumaker. Pursuant to the terms of the SkyAuction Merger Agreement, each outstanding share of common stock of SkyAuction.com (“SkyAuction Shares”) was entitled to receive approximately 96 shares of Incumaker common stock, par value $.001 per share, and $1.45 in cash to be paid under the terms of a promissory note (the “Promissory Note”) in the principal amount of $2,500,000 with a maturity date three years after the closing of the SkyAuction merger (the “SkyAuction Merger”). The secured note issued to SkyAuction provided for repayment in full at the third anniversary date of the closing date of the SkyAuction Merger, such principal amount to be reduced by 15% of each capital raise we complete (less any finder’s or underwriter’s fees) and interest at 3% per annum payable at our discretion in common stock or cash. The Promissory Note was secured by all assets of SkyAuction under the terms of a Guaranty Agreement. SkyAuction and uBid have amended the Promissory Note to extend the date of the first payment of principal in the amount of $500,000. Under the terms of the SkyAuction Merger Agreement, we issued Michael Hering, President of SkyAuction, a warrant to acquire 5,000,000 shares of our common stock. The warrant was exercisable for three years at an exercise price of $.05 per share. The transaction has been accounted for as purchase of a business. The SkyAuction Merger was recently unwound. See “Divestiture of SkyAuction.com” below.

 

Divestiture of SkyAuction.com

 

We entered into a Consent and Agreement to Stock Sale Agreement and Mutual Release (“Stock Sale Agreement”), a Sales Marketing Agreement (“Marketing Agreement”) and a Consulting Agreement with each of Michael Hering and Salvatore Esposito, the founders of Skyauction.com, Inc. (“SkyAuction”). Under the terms of the Stock Sale Agreement, (i) we sold all 1,000 issued and outstanding shares of common stock of SkyAuction which we owned to Sky Auction Acquisition, LLC., a company controlled by Michael Hering, (ii) the past due principal amount of the note we issued to SkyAuction when we acquired it in November 2018, $2,500,000 (the “Merger Note”), was converted into shares of our common stock at a price of $7.50 per share or 333,333 shares of our common stock to be issued pro rata to the SkyAuction shareholders at the time of the merger with us, excluding Messrs. Hering and Esposito, and (iii) the accrued and unpaid interest totaling $179,616.44 as of September 30, 2020 under the Merger Note was forgiven. In addition, under the terms of the Stock Sale Agreement, the Merger Agreement and Guaranty and Security Agreement were cancelled, Michael Hering relinquished his observation rights to attend meetings of the uBid Board of Directors and both Messrs. Hering and Esposito resigned as officers of uBid.

 

Under the terms of the Marketing Agreement, uBid agreed to offer products provided by SkyAuction, whether as sole provider or not, on its Restaurant.com website and via emails to Restaurant.com’s customer base at the prices established by SkyAuction. uBid was responsible for collecting payments from its customers and distribution of the Restaurant.com certificates to its customers. uBid would have received 7.5% of the gross sales of SkyAuction products to Restaurant.com’s customers and pay SkyAuction 93.5% of the gross sales price from those sales. No sales of SkyAuction products occurred. The Marketing Agreement expired January 1, 2022.

 

2

 

 

Under the Consulting Agreement with Michael Hering, he received $12,500 per month in the form of shares of our common stock based on the average closing price of our common stock during the first five days of the month in which the payment will be made. Under the Consulting Agreement with Salvatore Esposito, he received $10,000 per month in the form of shares of our common stock based on the average closing price of our common stock during the first five days of the month in which the payment was made. We agreed that upon raising $500,000 in a future financing $5,000 of the $10,000 monthly payment would be in cash. The term of both Consulting Agreements ended January 1, 2022.

 

Our Business

 

We have three principal divisions, the B2C, the B2B and all other services and products division.

 

Business to Customer Division

 

Our B2C division accounted for 45% of gross revenue in our fiscal year ended December 31, 2021. To our database of 7.8 million customers, we sell:

 

● Discounted certificates for 12,500 restaurants. The certificates range from $5 to $100 and never expire.

 

● Discount Dining Passes, which provide discounts at 170,000 restaurants and other retailers. These passes provide multiple uses for six months.

 

● “Specials by Restaurant.com” which bundle Restaurant.com certificates with a variety of other entertainment options, including theater, movies, wine and travel. Customers have favored these bundled offering (“Specials”), generating significantly greater revenue per customer when compared to purchasing our other products. The average order value for these Specials sales is nearly five times a certificate purchase. Specials generated over 5% of our past year’s B2C revenue from 60% of the B2C orders for the fiscal year ended December 31, 2021. We believe that our relationships with small businesses presents a significant revenue opportunity through such cross-promotions.

 

Business to Business Division

 

Our B2B division accounted for 55% of our gross revenue in our fiscal year ended December 31, 2021. We sell certificates and Discount Dining Passes to corporations and marketers, which use them to:

 

● generate new customers;

 

● increase sales at the point of sale;

 

● reward points/customer loyalty;

 

● convert to paperless billing and auto-bill payment.

 

● motivate specific customer behavior such as free home repair estimates and test drives for auto dealers;

 

● renew subscriptions and memberships; and

 

● address customer service issues.

 

Other Business

 

We also generate revenue through third-party offers and display ad revenue. This comprises a de minimis portion of our gross revenue.

 

3

 

 

Attractive Customer Demographics

 

We intend to grow and leverage our customer database of 7.8 million which we believe is of value to merchants for a variety of services and products.

 

Marketing

 

We primarily use marketing to acquire and retain high-quality merchants and customers and promote awareness of our marketplaces. In 2021, we spent approximately $602,000 on marketing efforts to increase our visibility and establish stronger relationships with our customers, merchants and partners.

 

We use a variety of marketing channels to make customers aware of the offerings, including search engines, email and affiliate partnerships and social media.

 

Search engines. Customers can access our offerings indirectly through third-party search engines. We use search engine optimization and search engine marketing to increase the visibility of our offerings in web search results.

 

Email. We communicate offerings through email to our customers based on their locations and personal preferences. A customer who interacts with an email is directed to our website and mobile applications to learn more about the deal and to make a purchase.

 

Social. We publish offerings through various social networks and adapt our marketing to the particular format of each of these social networking platforms. Our website and mobile applications enable consumers to share our offerings with their personal social networks. We also promote our offerings using display advertising on websites.

 

Offline. We use offline marketing such as print to help build awareness of brand.

 

Distribution

 

We distribute our deals directly through several platforms: email, our websites, our mobile applications and social networks. We also utilize various affiliate partnerships to display and promote our deals on their websites, such as with AMAC, Groupon, MemberHub and others.

 

We also use various customer loyalty and reward programs to build brand loyalty, generate traffic to the website and provide business clients with the opportunity to offer incentives to their customers to receive discounts and Discount Dining Passes. When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, we grant the customer credits that can be redeemed for awards such as free or discounted services or goods in the future.

 

Email. The emails for discount certificates for restaurant contain one headline deal with a full description of the deal and a sampling of dining deals which are available within a customer’s market. The emails for Specials by Restaurant.com include featured travel, entertainment and wine deals in addition to various other product deals.

 

Websites. Visitors are prompted to register as a customer when they first purchase on our websites and thereafter use the website as a portal for discount certificates for restaurants, complementary entertainment and travel offerings and consumer products.

 

Mobile Applications. Consumers also access our deals through our mobile applications, which are available at no additional cost on the iPhone and Android, mobile operating systems. We launched our first mobile application in 2012 and our applications have been downloaded over 6.0 million times since then. These applications enable consumers to browse, purchase, manage and redeem deals on their mobile devices.

 

Social Networks. We publish our daily deals through various social networks adapt and our marketing to the particular format of each of these social networking platforms. Our website and mobile application interfaces enable our consumers to share our offerings to their personal social networks.

 

4

 

 

Operations

 

Our business operations are divided into the following core functions to address the needs of our merchants and customers.

 

Marketing. Our marketing department is responsible for managing the Restaurant.com brand, the B2C discount certificate and Specials offerings, creating the promotional calendar, all creative assets used in our marketing channels such as the website, email and affiliate partnerships, including imagery and editorial content, negotiation with affiliate and merchant partners, revenue management, company analytics and B2B marketing and brand assets. As of December 31, 2021, our Marketing team consisted of three employees. We have an agreement with Commission Junction for a monthly payment of $1,500 to $3,500 that generates potential leads with companies that earn a commission by promoting our discount deals on their websites for which they receive between 3% to 15% of the revenue we receive from a customer’s purchase of a discount certificate.

 

Customer Service Representatives. Our customer service representatives can be reached via email 24 hours a day, seven days a week. The customer service team also works with our information technology team to improve the customer experience on the website and mobile applications based on customer feedback. As of December 31, 2021, we employed five customer representatives.

 

Technology. We employ technology to improve the experience we offer to customers and merchants, increase the rate at which our customers purchase and enhance the efficiency of our business operations. A component of our strategy is to continue developing and refining our technology. We devote a substantial portion of our resources to developing new technologies and features and improving our core technologies. Our information technology team is focused on the design and development of new features and products, maintenance of our websites and development and maintenance of our internal operations systems. As of December 31, 2021, our information technology team consisted of eight employees.

 

Competition

 

We have a substantial number of competing groups buying sites. These competitors offer substantially the same or similar product offerings as us. Among the companies that focus on the dining and savings category and certain of the subcategories in which we participate are the following:

 

● discount (e.g., Groupon.com, Entertainment.com);

 

● ratings and reviews communities (Zagat.com, TripAdvisor);

 

● restaurant listings (Yelp, Zomato and OpenTable);

 

● food content (Food Network, Food.com and Epicurious);

 

● eCommerce (Groupon, TravelZoo and Woot); and

 

● takeout and delivery (DoorDash.com, GrubHub.com UberEats.com and Delivery.com).

 

We believe the principal competitive factors in our market include the following:

 

● breadth of customer base and number of restaurants featured;

 

● ability to deliver a high volume of relevant deals to consumers;

 

● ability to produce high purchase rates for deals among customers;

 

● ability to generate positive return on investment for merchants; and

 

● strength and recognition of our brand.

 

5

 

 

We believe we compete favorably on several of the factors described above and plan to increase our standing in each of these categories. As of December 31, 2021, our customer base was 7.8 million and during 2021 we featured deals at over 184,000 restaurants and merchants.

 

Although we believe we compete favorably on the factors described above, we anticipate that larger, more established companies may directly compete with us as we continue to demonstrate the viability of a local e-commerce business model. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources and larger customer bases than we do. These factors may allow our competitors to benefit from their existing customer or subscriber base with lower acquisition costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or to monetize that subscriber base more effectively than us. Our competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. In addition, although we do not believe that merchant payment terms are a principal competitive factor in our market, they may become such a factor and we may be unable to compete fairly on such terms.

 

Regulation

 

We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the internet, many of which are still evolving and could be interpreted in ways that could harm our business. In the United States and abroad, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims. These regulations and laws may involve taxation, tariffs, subscriber privacy, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the internet as the vast majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce. In addition, it is possible that governments of one or more countries may seek to censor content available on our websites or may even attempt to completely block access to our websites. Accordingly, adverse legal or regulatory developments could substantially harm our business.

 

The CARD Act, as well as the laws of most states, contain provisions governing product terms and conditions of gift cards, gift certificates, stored value or pre-paid cards or coupons (“gift cards”), such as provisions prohibiting or limiting the use of expiration dates on gift cards or the amount of fees charged in connection with gift cards or requiring specific disclosures on or in connection with gift cards. Discount certificates and Discount Dining Passes generally are included within the definition of “gift cards” in many of these laws. In addition, certain foreign jurisdictions have laws that govern disclosure and certain product terms and conditions, including restrictions on expiration dates and fees that may apply to discount certificates and Discount Dining Passes. However, the CARD Act as well as a number of states and certain foreign jurisdictions also have exemptions from the operation of these provisions or otherwise modify the application part of a promotion or promotional program. If discount certificates and Discount Dining Passes are subject to the CARD Act, and are not included in the exemption for promotional programs, it is possible that the purchase value, which is the amount equal to the price paid for the discount certificates and Discount Dining Passes, or the promotional value, which is the add-on value of the discount certificate and Discount Pass in excess of the price paid, or both, may not expire before the later of (i) five years after the date on which the discount certificate or Discount Pass was issued; (ii) their stated expiration date (if any), unless discount certificates and Discount Dining Passes come within an exemption in the CARD Act for promotional programs; or (iii) a later date provided by applicable state law. In addition, regardless of whether an exemption for discount certificates and Discount Dining Passes applies under the CARD Act, in those states that prohibit or otherwise restrict expiration dates on gift cards that are defined to include discount certificates and Discount Dining Passes and that do not have exemptions that apply to the purchase value or the promotional value, or both, of discount certificates and Discount Dining Passes, the discount certificates and Discount Dining Passes may be required to be honored for the full offer value (the total of purchase value and promotional value) until redeemed. Our terms of use and agreements with our merchants require merchants to continue to honor unredeemed discount certificates and Discount Dining Passes that are past the stated expiration date of the promotional value of the discount Certificate and Discount Pass to the extent required under the applicable law. While we are attempting to comply with exemptions for promotional programs available under these laws so that our discount certificates’ and Discount Dining Passes’ promotional value can expire on the date stated on the certificate and Discount Pass, we continue to require that merchants with whom we partner honor discount certificates and Discount Dining Passes under the provisions of all laws applicable to discount certificates and Discount Dining Passes, including laws that prohibit expiration.

 

6

 

 

In addition, some states also include gift cards under their unclaimed and abandoned property laws which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and recordkeeping obligations. We do not remit any amounts relating to unredeemed discount certificates and Discount Dining Passes based upon our assessment of applicable laws. The analysis of the potential application of the unclaimed and abandoned property laws to discount certificates and Discount Dining Passes is complex, involving an analysis of constitutional and statutory provisions and factual issues, including our relationship with customers and merchants and our role as it relates to the issuance and delivery of our discount certificates and Discount Pass.

 

Many states have passed laws requiring notification to customers when there is a security breach of personal data. There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection laws in Europe and other jurisdictions outside the United States may be more restrictive, and the interpretation and application of these laws are still uncertain and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. If so, in addition to the possibility of fines, this could result in an order requiring that we change our data practices, which could have an adverse effect on our business. Furthermore, the Digital Millennium Copyright Act has provisions that limit, but do not necessarily eliminate, our liability for linking to third-party websites that include materials that infringe copyrights or other rights, so long as we comply with the statutory requirements of this act. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.

 

Various federal laws, such as the Bank Secrecy Act and the USA PATRIOT Act, impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. For these purposes, financial institutions are broadly defined to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value. Examples of anti-money laundering requirements imposed on financial institutions include customer identification and verification programs, record retention policies and procedures and transaction reporting. We do not believe that we are a financial institution subject to these laws and regulations based, in part, on the characteristics of the discount certificates and Discount Dining Passes and our role with respect to the distribution of the discount certificates and Discount Dining Passes to customers. However, the Financial Crimes Enforcement Network, a division of the U.S. Treasury Department tasked with implementing the requirements of the Bank Secrecy Act, recently proposed amendments to the scope and requirements for parties involved in stored value or prepaid access, including a proposed expansion of the definition of financial institution to include sellers or issuers of prepaid access. In the event that this proposal is adopted as proposed, it is possible that a discount certificate and Discount Pass could be considered a financial product and that we could be a financial institution. Although we do not believe we are a financial institution or otherwise subject to these laws and regulations, it is possible that the Company could be considered a financial institution or provider of financial products.

 

Intellectual Property

 

We protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties.

 

In addition to these contractual arrangements, we also rely on a combination of trade secrets, copyrights, trademarks, service marks, trade dress, domain names and patents to protect our intellectual property. We pursue the registration of our copyrights, trademarks, service marks and domain names in the United States and in certain locations outside the United States. Our registration efforts have focused on gaining protection of the following trademarks (among others): The Company owns the registered marks “RESTAURANT.COM,” “DINING DOUGH,” and has submitted applications for several others. These marks are material to our business as they enable others to easily identify us as the source of the services offered under these marks and are essential to our brand identity.

 

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Circumstances outside our control could pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in the United States. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized disclosure or use of our intellectual property could make it more expensive to do business and harm our operating results.

 

Companies on the internet, social media technology and other industries may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights. We are currently subject to, and expect to face in the future, allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including our competitors and non-practicing entities. As we face increasing competition and as our business grows, we will likely face more claims of infringement.

 

Customer Service and Support

 

Our ability to establish and maintain long term relationships with our customers and encourage repeat visits and purchases is dependent, in part, on the strength of our customer support and service operations. We have established multiple channels for communicating with our customers before and after the sale, including phone, e-mail and online support.

 

We currently employ a staff of in-house customer support personnel responsible for handling customer inquiries, tracking shipments, investigating and resolving problems with merchandise and travel. Customer care representatives are available for support from 8:30 a.m. to 5 p.m., Central Time, Monday through Friday. In addition, our customer service representatives are trained to cross-sell complementary and ancillary products and services.

 

Employees

 

As of March 15, 2021, we had 28 full time employees. None of our employees or personnel is represented by a labor union, and we consider our employee/personnel relations to be good. Competition for qualified personnel in our industry is intense, particularly for software development and other technical staff. We believe that our future success will depend in part on our ability to attract, hire and retain qualified personnel.

 

Properties

 

Our principal administrative facilities are located at Lakeside Corporate Court, 5880 Live Oak Parkway, Suite 100, Norcross, Georgia 30093. The lease is for 2,475 rentable square feet and expires August 1, 2024. The monthly lease expense commences at $1,000 for the first year and rises to $2,900 per month in the fifth year of the lease.

 

Restaurant.com’s principal executive offices are located at 1500 West Shure Drive, Suite 600, Arlington Heights, IL 60004 and consist of approximately 4,000 square feet. We currently lease such facility for $7,500 per month and our lease has a lease escalation clause under which has 3% in each the three years. The lease expires on June 30, 2023.

 

As we expand, we will need to find suitable additional space, which we believe is available on commercially reasonable terms for Restaurant.com. We do not own any real estate.

 

Legal Proceedings

 

From time to time we may be named in claims arising in the ordinary course of business. Currently, there is one legal proceeding that is pending against us or involves us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business or financial condition.

 

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On April 17, 2019, a lawsuit was filed by Dupree Productions, LLC against uBid Holdings, Inc. and Ketan Thakker (Case No. L2019000436) in the Circuit Court of DuPage County, Illinois, alleging that a Partial Equity Payment Agreement dated August 1, 2016, intended to compensate services in the amount of $60,000 in return for shares of uBid common stock was inadequate to compensate for the alleged higher value of the advertising and endorsement services of approximately $195,000. The case was dismissed on the basis that there was a binding arbitration clause in the Partial Equity Payment Agreement discussed above and is now in arbitration in Chicago. On February 3, 2021, the arbitrator awarded DuPree Productions $195,000 including $23,733 in attorneys’ fees. We filed an appeal of the arbitrator’s award. A settlement has been reached under which the Company must pay the plaintiff $150,000, on or before April 28, 2022 and the Company will cancel the shares of our common stock that the plaintiff received as payment for the contract in dispute in the litigation.

 

Emerging Growth Company

 

We are and we will remain an “emerging growth company” as defined under The Jumpstart Our Business Startups Act (the “JOBS Act”), until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a “large accelerated filer” (with at least $700 million in public float) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

 

As an “emerging growth company”, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

 

● only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis” disclosure;

 

● reduced disclosure about our executive compensation arrangements;

 

● no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements; and

 

● exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

 

We have taken advantage of some of these reduced burdens, and thus the information we provide stockholders may be different from what you might receive from other public companies in which you hold shares.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. We are choosing to take advantage of such extended transition period, and as a result, we will not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. =

 

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time as we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act (“SOX”) requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.

 

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Item 1A. Risk Factors.

 

Risks Related to Our Company and Our Business

 

We have a history of annual net losses which may continue and which may negatively impact our ability to achieve our business objectives, and we received a going concern qualification in our 2021 and 2020 audits.

 

For the years ended December 31, 2021 and 2020 we had net losses of $(4,991,223) and $(3,775,659) and stockholders’ deficits of $(3,019,739) and $(2,605,359), respectively. Our independent registered public accounting firm, in their report to our December 31, 2021 and 2020 financial statements dated March 11, 2022, expressed substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, negative cash flows from operation and net stockholders’ deficiency. There can be no assurance that our future operations will result in net income. Our failure to increase our revenues or improve our gross margins will harm our business. We may not be able to generate profitability on a quarterly or annual basis in the future. If our revenues grow more slowly than we anticipate, our gross margins fail to improve or our operating expenses exceed our expectations, our operating results will suffer.

 

We do not have access to any credit facility or other arrangement for borrowing funds.

 

We currently do not have access to a credit facility or to the proceeds of any mortgage indebtedness or other secured or unsecured indebtedness for borrowed money. We may be unable to obtain financing on favorable terms, or at all. Our lack of any credit facility or other ready access to borrowed funds could have a material adverse effect on our ability to fund additional losses in the near future, or to respond to unexpected cash requirements or other liquidity issues that we may face from time to time. Our inability to generate sufficient cash flow from operations or obtain financing on acceptable terms would have a material adverse effect on our financial results, business and prospects.

 

If our restaurants and other merchants do not meet the needs and expectations of our customers, our business could suffer.

 

Our business depends on our reputation for providing high-quality discounts, and our brand and reputation may be harmed by actions taken by restaurants and other merchants that are outside our control. Any shortcomings of one or more of our restaurants and other merchants, particularly with respect to an issue affecting the quality of the meals offered or the products or services sold, may be attributed by our customers to us, thus damaging our reputation, brand value and potentially affecting our results of operations. In addition, negative publicity and subscriber sentiment generated as a result of fraudulent or deceptive conduct by our restaurants and other merchants could damage our reputation, reduce our ability to attract new customers or retain our current customers, and diminish the value of our brand.

 

We may be subject to additional unexpected regulation which could increase our costs or otherwise harm our business.

 

An essential part of our success depends on restaurants remaining in business and customers wanting to dine at those restaurants. In light of the COVID-19 outbreak, restaurants in many states have had to close temporarily and even when allowed to reopen may be subject to restrictions on indoor as well as outdoor dining, the number of patrons who can be seated at one time to ensure social distancing as well as the requirement to wear masks which some diners may not want to do. Many prospective diners also may not want to dine out at any restaurant in light of concerns about the risk of infection from the COVID-19 virus even if allowed under current state guidelines to do so. As a result of the uncertainty about the length of time until a vaccine would be available to the U.S. population as a whole, we expect the COVID-19 outbreak to negatively impact sales in fiscal years 2020 and 2021 and our overall liquidity.

 

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In addition, the application of certain laws and regulations to our discount certificates and dining cards is uncertain. These include laws and regulations such as the Credit Card Accountability Responsibility and Disclosure Act of 2009, or the CARD Act, and unclaimed and abandoned property laws. The application of the CARD Act will only become less uncertain if current legislation at the federal and state levels is changed to specify that their terms apply to our discount certificates and Discount Dining Passes or from court rulings by federal or state courts that interpret the current legislation to be clearly applicable to our discount program.

 

From time to time, we also may be notified of additional laws and regulations which governmental organizations or others may claim should be applicable to our business. If we are required to alter our business practices as a result of any laws and regulations, our revenue could decrease, our costs could increase and our business could otherwise be harmed. Further, the costs and expenses associated with defending any actions related to such additional laws and regulations and any payments of related penalties, judgments or settlements could adversely impact our profitability.

 

The implementation of the CARD Act and similar state laws may harm our business and results of operations.

 

Our discount certificates and Discount Dining Passes may be considered gift cards, gift certificates, stored value cards or prepaid cards and therefore governed by, among other laws, the CARD Act, and state laws governing gift cards, stored value cards and coupons. Many of these laws contain provisions governing the use of gift cards, gift certificates, stored value cards or prepaid cards, including specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. For example, if our discount certificates and Discount Dining Passes are subject to the CARD Act and are not included in the exemption for promotional programs, it is possible that the purchase value, which is the amount equal to the price paid for our certificates and Discount Dining Passes, or the promotional value, which is the add-on value of these items in excess of the price paid, or both, may not expire before the later of (i) five years after the date on which these items were issued; (i) the certificate’s stated expiration date (if any); or (iii) a later date provided by applicable state law. In the event that it is determined that our discount certificates and Discount Dining Passes are subject to the CARD Act or any similar state regulation, and are not within various exemptions that may be available under the CARD Act or under some of the various state jurisdictions, our liabilities with respect to unredeemed certificates and Discount Dining Passes may be materially higher than the amounts shown in our financial statements and we may be subject to additional fines and penalties. In addition, if federal or state laws require that the face value of our discount certificates and Discount Dining Passes have a minimum expiration period beyond the period desired by a merchant for its promotional program, or no expiration period, this may affect the willingness of merchants to issue discount certificates in jurisdictions where these laws apply. If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed discount certificates and Discount Dining Passes, our net income could be materially and adversely affected.

 

If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed discounts and Discount Dining Passes, our net income could be materially and adversely affected.

 

In certain states, our discounts certificates and Discount Dining Passes may be considered a gift card. Some of these states include gift cards under their unclaimed and abandoned property laws which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and recordkeeping obligations. We do not remit any amounts relating to unredeemed discount certificates and Discount Dining Passes based on our assessment of applicable laws. The analysis of the potential application of the unclaimed and abandoned property laws to discount certificates and Discount Dining Passes is complex, involving an analysis of constitutional and statutory provisions and factual issues, including our relationship with customers and merchants and our role as it relates to the issuance and delivery of such certificates and Discount Dining Passes. In the event that one or more states successfully challenges our position on the application of its unclaimed and abandoned property laws to discount certificates and Discount Dining Passes, or if the estimates that we use in projecting the likelihood of discount certificates and Discount Dining Passes being redeemed prove to be inaccurate, our liabilities with respect to unredeemed discount certificates and Discount Dining Passes may be materially higher than the amounts shown in our financial statements. If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed gift cards, our net income could be materially and adversely affected. Moreover, a successful challenge to our position could subject us to penalties or interest on unreported and unremitted sums, and any such penalties or interest would have a further material adverse impact on our net income.

 

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Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.

 

We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce. Existing and future regulations and laws could impede the growth of the internet or other online services. These regulations and laws may involve taxation, tariffs, subscriber privacy, anti-spam, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the internet as the vast majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce. In addition, it is possible that governments of one or more countries may seek to censor content available on our websites and applications or may even attempt to completely block access to our websites. Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our subscriber base may be adversely affected and we may not be able to maintain or grow our revenue as anticipated.

 

New tax treatment of companies engaged in internet commerce may adversely affect the commercial use of our services and our financial results.

 

Due to the global nature of the internet, it is possible that various states might attempt to regulate our transmissions or levy sales, income or other taxes relating to our activities. Tax authorities at the international, federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in internet commerce. New or revised international, federal, state or local tax regulations may subject us or our customers to additional sales, income and other taxes. We cannot predict the effect of current attempts to impose sales, income or other taxes on commerce over the internet. New or revised taxes and, in particular, sales taxes, VAT and similar taxes would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling goods and services over the internet. New taxes could also create significant increases in internal costs necessary to capture data and collect and remit taxes. Any of these events could have an adverse effect on our business and results of operations.

 

Failure to comply with federal and state privacy laws and regulations, or the expansion of current or the enactment of new privacy laws or regulations, could adversely affect our business.

 

A variety of federal and state laws and regulations govern the collection, use, retention, sharing and security of consumer data. The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations. In addition, various federal, state and foreign legislative and regulatory bodies may expand current or enact new laws regarding privacy matters. For example, recently there have been Congressional hearings and increased attention to the capture and use of location-based information relating to users of smartphones and other mobile devices. We have posted privacy policies and practices concerning the collection, use and disclosure of subscriber data on our websites and applications. Several internet companies have incurred penalties for failing to abide by the representations made in their privacy policies and practices. In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission requirements or orders or other federal, state or international privacy or consumer protection-related laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or others or other liabilities, which could adversely affect our business. In addition, a failure or perceived failure to comply with industry standards or with our own privacy policies and practices could result in a loss of customers or merchants and adversely affect our business. Federal, state and international governmental authorities continue to evaluate the privacy implications inherent in the use of third-party web “cookies” for behavioral advertising. The regulation of these cookies and other current online advertising practices could adversely affect our business.

 

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We may suffer liability as a result of information retrieved from or transmitted over the internet and claims related to our service offerings.

 

We may be sued for defamation, civil rights infringement, negligence, patent, copyright or trademark infringement, invasion of privacy, personal injury, product liability, breach of contract, unfair competition, discrimination, antitrust or other legal claims relating to information that is published or made available on our websites or service offerings we make available (including provision of an application programming interface platform for third parties to access our website, mobile device services and geolocation applications). This risk is enhanced in certain jurisdictions outside the United States, where our liability for such third-party actions may be less clear and we may be less protected. In addition, we could incur significant costs in investigating and defending such claims, even if we ultimately are not found liable. If any of these events occurs, our net income could be materially and adversely affected.

 

We are subject to risks associated with information disseminated through our websites and applications, including consumer data, content that is produced by our editorial staff and errors or omissions related to our product offerings. Such information, whether accurate or inaccurate, may result in our being sued by our merchants, customers or third parties and as a result our revenue and goodwill could be materially and adversely affected.

 

Our business depends on our ability to maintain and scale the network infrastructure necessary to operate our websites and applications, and any significant disruption in service on our websites or applications could result in a loss of customers or merchants.

 

Customers access our deals through our websites and applications. Our reputation and ability to acquire, retain and serve our customers and merchants who are dependent upon the reliable performance of our websites and applications and the underlying network infrastructure. As our subscriber base and the amount of information shared on our websites and applications continue to grow, we will need an increasing amount of network capacity and computing power. We have spent and expect to continue to spend substantial amounts on data centers and equipment and related network infrastructure to handle the traffic on our websites and applications. The operation of these systems is expensive and complex and could result in operational failures. In the event that our customer base or the amount of traffic on our websites and applications grows more quickly than anticipated, we may be required to incur significant additional costs. Interruptions in these systems, whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of our websites and applications, and prevent our customers from accessing our services. A substantial portion of our network infrastructure is hosted by third-party providers. Any disruption in these services or any failure of these providers to handle existing or increased traffic could significantly harm our business. Any financial or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. If we do not maintain or expand our network infrastructure successfully or if we experience operational failures, we could lose current and potential customers and merchants, which could harm our operating results and financial condition.

 

Our business depends on the development and maintenance of the internet infrastructure.

 

The success of our services will depend largely on the development and maintenance of the internet infrastructure. This includes maintenance of a reliable network backbone with the necessary speed, data capacity and security, as well as timely development of complementary products, for providing reliable internet access and services. The internet has experienced, and is likely to continue to experience, significant growth in the number of users and amount of traffic. The internet infrastructure may be unable to support such demands. In addition, increasing numbers of users, increasing bandwidth requirements or problems caused by viruses, worms, malware and similar programs may harm the performance of the internet. The backbone computers of the internet have been the targets of such programs. The internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of internet usage generally as well as the level of usage of our services, which could adversely impact our business.

 

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Our total number of customers may be higher than the number of our actual individual customers and may not be representative of the number of persons who are active potential customers.

 

Our total number of customers may be higher than the number of our actual individual customers because some customers have multiple registrations, other customers have died or become incapacitated and others may have registered under fictitious names. Given the challenges inherent in identifying these customers, we do not have a reliable system to accurately identify the number of actual individual customers, and thus we rely on the number of total customers as our measure of the size of our subscriber base. In addition, the number of customers includes the total number of individuals that have completed registration through a specific date, less individuals who have unsubscribed, and should not be considered as representative of the number of persons who continue to actively consider our deals by reviewing our email offers.

 

Our business may be subject to seasonal sales fluctuations which could result in volatility or have an adverse effect on the market price of our common stock.

 

Our business, like that of our restaurants and merchants, may be subject to some degree of sales seasonality. As the growth of our business stabilizes, these seasonal fluctuations may become more evident. Seasonality may cause our working capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales. These factors, among other things, make forecasting more difficult and may adversely affect our ability to manage working capital and to predict financial results accurately, which could adversely affect the market price of our common stock.

 

We depend on the continued growth of online commerce.

 

The business of selling services and goods over the internet, including through discount certificates, raises concerns about fraud, privacy and other problems may discourage additional restaurants, consumers and merchants from adopting the internet as a medium of commerce and make the level of market penetration of our services high, making the acquisition of new customers for our services more difficult and costly than it has been in the past. If these customers prove to be less active than our earlier customers, or we are unable to gain efficiencies in our operating costs, including our cost of acquiring new customers, our business could be adversely impacted.

 

Our business is subject to interruptions, delays or failures resulting from earthquakes, other natural catastrophic events or terrorism.

 

Our services, operations and the data centers from which we provide our services are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. A significant natural disaster, such as an earthquake, fire or flood, could have a material adverse impact on our business, financial condition and results of operations and our insurance coverage may be insufficient to compensate us for losses that may occur. Acts of terrorism could cause disruptions to the internet, our business or the economy as a whole. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting areas where data centers upon which we rely are located, and our business interruption insurance may be insufficient to compensate us for losses that may occur. Such disruptions could negatively impact our ability to run our websites, which could harm our business.

 

Failure to deal effectively with fraudulent transactions and subscriber disputes would increase our loss rate and harm our business.

 

Our discount certificates and Dining Passes are issued in the form of redeemable coupons with unique identifiers. It is possible that consumers or other third parties will seek to create counterfeit certificates to fraudulently purchase discounted goods and services from our restaurants and other merchants. While we use advanced anti-fraud technologies, it is possible that technically knowledgeable criminals will attempt to circumvent our anti-fraud systems using increasingly sophisticated methods. In addition, our service could be subject to employee fraud or other internal security breaches, and we may be required to reimburse consumers and/or merchants for any funds stolen or revenue lost as a result of such breaches. Our restaurants and merchants could also request reimbursement, or stop using us, if they are affected by buyer fraud or other types of fraud.

 

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We may incur significant losses from fraud and counterfeit certificates. We may incur losses from claims that the consumer did not authorize the purchase, from merchant fraud, from erroneous transmissions, and from consumers who have closed bank accounts or have insufficient funds in them to satisfy payments. In addition to the direct costs of such losses, if they are related to credit card transactions and become excessive, they could potentially result in our losing the right to accept credit cards for payment. If we were unable to accept credit cards for payment, we would suffer substantial reductions in revenue, which would cause our business to suffer. While we have taken measures to detect and reduce the risk of fraud, these measures need to be continually improved and may not be effective against new and continually evolving forms of fraud or in connection with new product offerings. If these measures do not succeed, our business will suffer.

 

We are subject to payments-related risks.

 

We accept payments using a variety of methods, including credit card, debit card and electronic payment services. As we offer new payment options to consumers, we may be subject to additional regulations, compliance requirements and fraud. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We rely on third parties to provide payment processing services, including the processing of credit cards and debit cards and it could disrupt our business if these companies become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from consumers or facilitate other types of online payments, and our business and operating results could be adversely affected.

 

We are also subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, international money transfers, privacy and information security and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties or forced to cease our payments services business.

 

Federal laws and regulations, such as the Bank Secrecy Act and the USA PATRIOT Act and similar foreign laws, could be expanded to include discount certificates and Discount Dining Passes.

 

Various federal laws, such as the Bank Secrecy Act and the USA PATRIOT Act and foreign laws and regulations, such as the European Directive on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, impose certain anti-money laundering requirements on companies that are financial institutions or that provide financial products and services. For these purposes, financial institutions are broadly defined to include money services businesses such as money transmitters, check cashers and sellers or issuers of stored value cards. Examples of anti-money laundering requirements imposed on financial institutions include subscriber identification and verification programs, record retention policies and procedures and transaction reporting. We do not believe that we are a financial institution subject to these laws and regulations based, in part, upon the characteristics of discount certificates and Discount Dining Passes and our role with respect to the distribution of discount certificates and Discount Dining Passes to customers. However, the Financial Crimes Enforcement Network, a division of the U.S. Treasury Department tasked with implementing the requirements of the Bank Secrecy Act, recently proposed amendments to the scope and requirements for parties involved in stored value or prepaid access cards, including a proposed expansion of financial institutions to include sellers or issuers of prepaid access cards. In the event that this proposal is adopted as proposed, it is possible that our discount certificates and Discount Dining Passes could be considered a financial product and that we could be a financial institution. In the event that we become subject to the requirements of the Bank Secrecy Act or any other anti-money laundering law or regulation imposing obligations on us as a money services business, our regulatory compliance costs to meet these obligations would likely increase which could reduce our net income.

 

State laws regulating money transmission could be expanded to include our discount certificates and Discount Dining Passes.

 

Many states impose license and registration obligations on those companies engaged in the business of money transmission, with varying definitions of what constitutes money transmission. We do not currently believe we are a money transmitter given our role and the product terms of our discount certificates and Discount Dining Passes. However, a successful challenge to our position or expansion of state laws could subject us to increased compliance costs and delay our ability to offer discount certificates and Discount Dining Passes in certain jurisdictions pending receipt of any necessary licenses or registrations.

 

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Current uncertainty in global economic conditions could adversely affect our revenue and business.

 

Our operations and performance depend primarily on economic conditions in the United States. The current economic environment continues to be uncertain, including as a result of the COVID 19 pandemic. These conditions may make it difficult for our restaurants and other merchants to accurately forecast and plan future business activities and could cause our merchants to terminate their relationships with us or could cause our customers to slow or reduce their spending. Furthermore, during challenging economic times, our merchants may face issues gaining timely access to sufficient credit, which could result in their unwillingness to continue with our service or impair their ability to make timely payments to us. If that were to occur, we may experience decreased revenue, be required to increase our allowance for doubtful accounts and our days receivables outstanding would be negatively impacted. If we are unable to finance our operations on acceptable terms as a result of renewed tightening in the credit markets, we may experience increased costs or we may not be able to effectively manage our business. We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide, in the United States or in the restaurant and entertainment industry. These and other economic factors could have a material adverse effect on our financial condition and operating results.

 

Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

 

The individuals who now constitute our management team have limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage being a public company that will be subject to significant regulatory oversight and reporting obligations under the federal securities laws. In particular, these new obligations will require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business, which could materially and adversely impact our business operations.

 

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

 

We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of our common stockholders, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

 

We intend to make acquisitions that could disrupt our operations and adversely impact our business and operating results.

 

We intend to attempt to acquire complementary e-commerce businesses and to support the transition and integration of acquired operations with our ongoing business as a part of our growth strategy. Other than as disclosed herein, we currently have no binding commitments or agreements with respect to any such acquisitions and there can be no assurance that we will eventually consummate any acquisitions. The process of integrating acquired assets into our operations may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our business. In addition, we have limited experience in performing acquisitions and managing growth. There can be no assurance that the anticipated benefits of any acquisition will be realized. In addition, future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization expenses related to goodwill and other intangible assets, any of which could materially and adversely affect our operating results and financial position. In addition, acquisitions also involve other risks, including risks inherent in entering markets in which we have no or limited prior experience and the potential loss of key employees.

 

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If the products that we offer on our online marketplaces do not reflect our customers’ tastes and preferences, our sales and profit margins would decrease.

 

Our success depends in part on our ability to offer discount certificates and Discount Dining Passes to restaurants and other merchants that reflect consumers’ tastes and preferences. Consumers’ tastes are subject to frequent, significant and sometimes unpredictable changes. If our product fails to satisfy customers’ tastes or respond to changes in customer preferences, our sales could suffer which would depress our profit margins. In addition, any failure to offer products in line with customers’ preferences could allow our competitors to gain market share. This could have an adverse effect on our business, prospects, financial condition and results of operations.

 

Our plans for expansion cannot be implemented if we lose our key personnel or cannot recruit additional personnel.

 

We depend substantially on the continued services, specialized knowledge and performance of our senior management, particularly Ketan Thakker, our President and CEO, Aaron Horowitz, President of Restaurant.com, Lisa Nason, Director of Marketing at Restaurant.com, Tim Miller, Vice President, Enterprise B2B Sales at Restaurant.com and Tim Mrazek, Vice President, Information Technology at Restaurant.com. While we have an employment agreement with Ketan Thakker, Messrs. Horowitz, Mrazek, Miller and Nason are at-will employees without employment agreements. Mr. Thakker’s employment agreement does not prevent him from terminating his employment with us at any time. As a result, these executives may elect to pursue other opportunities at any time. If one or more of these individuals choose to leave our company, we may lose a significant number of supplier relationships and operating expertise which they have developed over many years and which would be difficult to replace. The loss of the services of any executive officer or other key employee could hurt our business.

 

In addition, as our business expands, we will need to add new personnel, including information technology and engineering personnel to maintain and expand our website and systems, marketing and sales people to attract and retain customers and merchants and customer support personnel to serve our growing customer base. If we are unable to hire and successfully train employees or contractors in these areas, users of our website may have negative experiences and we may lose customers, which would diminish the value of our brand and harm our business. The market for recruiting qualified information technology and other personnel is extremely competitive, and we may experience difficulties in attracting and retaining employees. Should we fail to retain or attract qualified personnel, we may not be able to compete successfully or implement our plans for expansion.

 

To obtain future revenue growth and achieve and sustain profitability, we will have to attract and retain customers on cost-effective terms.

 

Our success depends on our ability to attract and retain customers on cost-effective terms. We have relationships with online services, search engines, affiliate marketing websites, directories and other website and e-commerce businesses to provide content, advertising banners and other links that direct customers to our website. We rely on these relationships as significant sources of traffic to our websites and to generate new customers. Further, many of the parties with which we may have online-advertising arrangements could provide advertising services for other online competitors. As a result, these parties may be reluctant to enter into or maintain relationships with us. Failure to achieve sufficient traffic or generate sufficient revenue from purchases originating from third parties may result in termination of these relationships by these third parties. If we are unable to develop or maintain these relationships on acceptable terms, our ability to attract new customers and our financial condition could be harmed. If the underlying technology’s development evolves in a manner that is no longer beneficial to us, our financial condition could be harmed. In addition, certain online marketing agreements may require us to pay upfront fees and make other payments prior to the realization of the sales, if any, associated with those payments. Accordingly, if these relationships or agreements that we may enter into in the future fail to produce the sales that we anticipate, our results of operations will be adversely affected. We cannot give any assurance that we will be able to increase our revenues, if at all, in a cost-effective manner.

 

17

 

 

We rely upon search engines like Google, Bing and Yahoo to rank our product offerings and may at times be subject to changes in search algorithms and ranking penalties if they believe we are not in compliance with their guidelines.

 

We rely on search engines to attract consumer interest in our product offerings. Potential and existing customers use search engines provided by search engine companies, including Google, Bing and Yahoo, which use algorithms and other devices to provide users a natural ranked listing of relevant internet sites matching a user’s search criteria and specifications. Generally, internet sites ranked higher in the paid and natural search results lists furnished to users attract the largest visitor share among similar internet sites. Those sites achieving the highest natural search ranking often benefit from increased sales. Natural search engine algorithms utilize information available throughout the internet, including information available on our website. Rules and guidelines of these natural search engine companies govern our participation on their sites and how we share relevant internet information that may be considered or incorporated into the algorithms utilized by these sites. If we fail to present, or improperly present, our website’s information for use by natural search engine companies, or if any of these natural search engine companies determine we have violated their rules or guidelines, or if others improperly present our website’s information to these search engine companies, or if natural search engine companies make changes to their search algorithms, we may fail to achieve an optimum ranking in natural search engine listing results, or we may be penalized in a way that could harm our business, prospects, financial condition and results of operations.

 

More individuals are using mobile devices to access the internet and versions of our service developed or optimized for these devices may not gain widespread adoption by users of such devices.

 

Mobile devices are increasingly used for e-commerce transactions. A significant and growing portion of our users access our platform through mobile devices. We may lose users if we are not able to continue to meet our users’ mobile and multi-screen experience expectations. If we are unable to attract and retain a substantial number of mobile device users to our online marketplaces and services, we may fail to capture a sufficient share of an increasingly important portion of the market for online services. Our ability to successfully address the challenges posed by the rapidly evolving market for mobile transactions is crucial to our continued success, and any failure to continuously increase the volume of mobile transactions effected through our platforms could harm our business.

 

We rely on third-party systems to conduct our business, and our revenues and market share may decrease if these systems are unavailable in the future or if they no longer offer quality performance.

 

We rely on third-party computer systems and third-party service providers, including credit card verifications and confirmations, to host our website and to advertise and deliver the discount certificates and Discount Dining Passes sold on our website to customers. We also rely on third-party licenses for components of the software underlying our technology platform. Any interruption in our ability to obtain the products or services of these or other third parties or deterioration in their performance could impair the timing and quality of our own service. If our service providers fail to deliver high-quality products and services in a timely manner to our customers, our services will not meet the expectations of our customers and our reputation and brand will be damaged. Furthermore, if our arrangements with any of these third parties are terminated, we may not find an alternate source of systems support on a timely basis or on terms as advantageous to us.

 

We are subject to cyber security risks and risks of data loss or other security breaches.

 

Our business involves the storage and transmission of users’ proprietary information, and security breaches could expose us to a risk of loss or misuse of this information, and to resulting claims, fines, and litigation. We have been subjected to a variety of cyber-attacks, which have increased in number and variety over time. We believe our systems are probed by potential hackers virtually 24/7, and we expect the problem will continue to grow worse over time. Cyber-attacks may target us, our customers, our suppliers, banks, credit card processors, delivery services, e-commerce in general or the communication infrastructure on which we depend. Any compromise of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a loss of confidence in our security measures, any of which could have a material adverse effect on our financial results and business. Moreover, any insurance coverage we may carry may be inadequate to cover the expenses and other potential financial exposure we could face as a result of a cyber-attack or data breach.

 

We may not be able to compete successfully against existing or future competitors including larger, well-established and well-financed e-commerce companies and restaurants and merchants increasing their own online operations.

 

The market for discounts at restaurants and other merchants is intensely competitive. We also compete with other companies that offer digital coupons through their websites or mobile applications. In addition, we compete with traditional offline coupon and discount services, as well as newspapers, magazines and other traditional media companies that provide coupons and discounts on services and products.

 

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Many of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Increased competition may result in reduced operating margins, loss of market share and a diminished brand franchise. We cannot provide assurance that we will be able to compete successfully against existing or future competitors.

 

Our competitors may directly increase our marketing costs and also may cause us to decrease certain types of marketing.

 

In addition to competing with us for customers, merchants, and employees, our competitors may directly increase our operating costs, by driving up the cost of various forms of online advertising or otherwise. We may elect to decrease our use of sponsored search or other forms of marketing from time to time to decrease our costs, which may have a material adverse effect on our financial results and business. We may also elect to spend additional amounts on sponsored search or other forms of marketing from time to time to increase traffic to our website, or to take other actions to increase traffic and/or conversion, and the additional expenditures may have a material adverse effect on our financial results and business.

 

Our business depends on effective marketing, including marketing via email and social networking messaging, and we intend to increase our spending on marketing and branding, which may adversely affect our financial results.

 

We depend on effective marketing and high customer traffic. We depend on email to promote our site and offerings and to generate a substantial portion of our revenue. If a significant portion of our target customers no longer utilize email, or if we are unable to effectively and economically deliver email to our potential customers, whether for legal, regulatory or other reasons, it would have a material adverse effect on our business.

 

If email providers or Internet service providers implement new or more restrictive email or content delivery or accessibility policies, including with respect to net neutrality, it may become more difficult to deliver emails to our customers or for customers to access our site and services. For example, certain email providers, including Google, categorize our emails as “promotional,” and these emails are directed to an alternate, and less readily accessible, section of a customer’s inbox. If email providers materially limit or halt the delivery of our emails, or if we fail to deliver emails to customers in a manner compatible with email providers’ email handling or authentication technologies, our ability to contact customers through email could be significantly restricted. In addition, if we are placed on “spam” lists or lists of entities that have been involved in sending unwanted, unsolicited emails, our operating results and financial condition could be substantially harmed.

 

We also rely on social networking messaging services for marketing purposes, and anything that limits our ability or our customers’ ability or desire to utilize social networking services could have a material adverse effect on our business. If we are unable to develop, implement and maintain effective and efficient cost-effective advertising and marketing programs, it would have a material adverse effect on our financial results and business. Further, as part of our growth strategies, we intend to increase our spending on marketing and branding initiatives significantly, which may adversely affect our financial results. There is no assurance that any increase in our marketing or branding expenditures will result in increased market shares or will ultimately have a positive effect on our financial results.

 

We also rely heavily on Internet search engines to generate traffic to our websites, principally through search engine marketing and search engine optimization. The number of consumers we attract from search engines to our platform is due in large part to how and where information from, and links to, our websites are displayed on search engine results pages. The display, including rankings, of search results can be affected by a number of factors, many of which are not in our control and may change at any time. Search engines frequently update and change the logic that determines the placement and display of the results of a user’s search, such that the purchased or algorithmic placement of links to our websites can be negatively affected. In addition, a search engine could, for competitive or other purposes, alter its search algorithms or results causing our websites to place lower in search query results. If a major Internet search engine changes its algorithms in a manner that negatively affects the search engine ranking it could create additional traffic headwinds for us and negatively affect our results of operations.

 

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We also rely on mobile marketplace operators (i.e., app store operators) to drive downloads of our mobile application. If any mobile marketplace operator determines that our mobile application is non-compliant with its vendor policies, the operator may revoke our rights to distribute through its marketplace or refuse to permit a mobile application update at any time. These operators may also change their mobile application marketplaces in a way that negatively affects the prominence of, or ease with which users can access, our mobile application. Such actions may adversely impact the ability of customers to access our offerings through mobile devices, which could have a negative impact on our business and results of operations.

 

Our operating results depend on our websites, network infrastructure and transaction-processing systems. Capacity constraints or system failures would harm our business, prospects, financial condition and results of operations.

 

Any system interruptions that result in the unavailability of our website marketplaces or reduced performance of our transaction systems would reduce our transaction volume and the attractiveness of the services that we provide to suppliers and third parties and would harm our business, prospects, financial condition and results of operations.

 

We use internally developed systems for our website and certain aspects of transaction processing, including databases used for internal analytics and order verifications. We have experienced periodic systems interruptions due to server failure and power failure, which we believe will continue to occur from time to time. Our transaction processing systems and network infrastructure may be unable to accommodate increases in traffic in the future. We may be unable to project accurately the rate or timing of traffic increases or successfully upgrade our systems and infrastructure to accommodate future traffic levels on our website. In addition, we may be unable to upgrade and expand our transaction processing systems in an effective and timely manner or to integrate any newly developed or purchased functionality with our existing systems.

 

If we do not respond to rapid technological changes, our services could become obsolete, and we could lose customers.

 

To remain competitive, we must continue to enhance and improve the functionality and features of our e-commerce businesses. We may face material delays in introducing new services, products and enhancements. If this happens, our customers may forego the use of our websites and use those of our competitors. The internet and the online commerce industry are rapidly changing. If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing websites and our proprietary technology and systems may become obsolete. Our failure to respond to technological change or to adequately maintain, upgrade and develop our computer network and the systems used to process customers’ orders and payments could harm our business, prospects, financial condition and results of operations.

 

Use of social media may adversely impact our reputation.

 

There has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that allow individuals access to a broad audience of consumers and other interested persons. Consumers value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information without further investigation, authentication and without regard to its accuracy. The availability of information on social media platforms and devices is virtually immediate as is its impact. Social media platforms and devices immediately publish the content their customers and participants post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our company may be posted on such platforms and devices at any time. Information posted may be adverse to our interests, may be inaccurate, and may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction. Such platforms also could be used for the dissemination of trade secret information or otherwise compromise valuable company assets, all of which could harm our business, prospects, financial condition and results of operations.

 

We may experience unexpected expenses or delays in service enhancements if we are unable to license third-party technology on commercially reasonable terms.

 

We rely on a variety of technology that we license from third parties, such as Microsoft. These third-party technology licenses might not continue to be available to us on commercially reasonable terms or at all. If we are unable to obtain or maintain these licenses on favorable terms, or at all, we could experience delays in completing and developing our proprietary software.

 

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If we fail to forecast our revenue accurately due to lengthy sales cycles, or if we fail to match our expenditures with corresponding revenue, our operating results could be adversely affected.

 

We may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as anticipated. As a result, our operating results in future reporting periods may be significantly below the expectations of the public market, equity research analysts or investors, which could harm the price of our common stock.

 

We could be subject to additional sales tax or other tax liabilities.

 

We are also subject to U.S. (federal and state) and foreign laws, regulations, and administrative practices that require us to collect information from our customers, vendors, merchants, and other third parties for tax reporting purposes and report such information to various government agencies. The scope of such requirements continues to expand, requiring us to develop and implement new compliance systems. Failure to comply with such laws and regulations could result in significant penalties.

 

The adoption of tax reform policies, including the enactment of legislation or regulations implementing changes in the tax treatment of companies engaged in Internet commerce or the U.S. taxation of international business activities could materially affect our financial position and results of operations.

 

If we do not begin to generate significant revenues, we will still need to raise additional capital to meet our long-term business requirements. Any such capital raising may be costly or difficult to obtain and would likely dilute current stockholders’ ownership interests. If we are unable to secure additional financing in the future, we will not be able to continue as a going concern.

 

If we do not begin to generate significant revenues from our operations, we will need additional capital, which may not be available on reasonable terms or at all. The raising of additional capital will dilute current stockholders’ ownership interests. We may need to raise additional funds through public or private debt or equity financings to meet various objectives including, but not limited to:

 

  ● maintaining enough working capital to run our business;
     
  ● pursuing growth opportunities, including more rapid expansion;
     
  ● acquiring complementary businesses and technologies;

 

  ● making capital improvements to improve our infrastructure;
     
  ● responding to competitive pressures;
     
  ● complying with regulatory requirements for advertising or taxation; and
     
  ● maintaining compliance with applicable laws.

 

Any additional capital raised through the sale of equity or equity-linked securities may dilute current stockholders’ ownership percentages and could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of those securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect that is different from or in addition to that reflected in the capitalization described in this report.

 

Further, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain required additional capital, we may have to curtail our growth plans or cut back on existing business and we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business.

 

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We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

 

Our insurance coverage and indemnity rights may not adequately protect us against loss.

 

The types, coverage, or the amounts of any insurance coverage we may carry from time to time may not be adequate to compensate us for any losses we may actually incur in the operation of our business. Further, any insurance we may desire to purchase may not be available to us on terms we find acceptable or at all. We are not indemnified by all of our suppliers, and any indemnification rights we may have may not be enforceable or adequate to cover actual losses we may incur as a result of our sales of their products. Actual losses for which we are not insured or indemnified, or which exceed our insurance coverage or the capacity of our indemnitors or our ability to enforce our indemnity agreements, could have a material adverse effect on our business.

 

Our operating results may vary significantly from quarter to quarter.

 

Our operating results may vary significantly from quarter to quarter due to seasonality and other reasons such as the rapidly evolving nature of our business. We believe that our ability to achieve and maintain revenue growth and profitability will depend, among other factors, on our ability to:

 

  ● acquire new customers and retain existing customers;
     
  ● attract and retain high-quality restaurants and other merchants;
     
  ● increase the number, variety, quality and relevance of discount certificates and Discount Dining Passes, including through third party business partners and technology integrations, as we attempt to expand our current platform;
     
  ● leverage other platforms to display our offerings;
     
  ● deliver a modern mobile experience and achieve additional mobile adoption to capitalize on customers’ continued shift toward mobile device usage;
     
  ● increase booking capabilities;
     
  ● increase the awareness of, and evolve, our brand to an expanded customer base;
     
  ● reduce costs and improve selling, general and administrative (SG&A) leverage;
     
  ● successfully achieve the anticipated benefits of business combinations or acquisitions, strategic investments, divestitures and restructuring activities;
     
  ● provide a superior customer service experience for our customers;
     
  ● avoid interruptions to our services, including as a result of attempted or successful cybersecurity attacks or breaches;
     
  ● respond to continuous changes in consumer and merchant use of technology;
     
  ● offset declines in email, search engine optimization (“SEO”) and other traffic channels and further diversify our traffic channels;

 

  ● react to challenges from existing and new competitors;
     
  ● respond to seasonal changes in supply and demand; and
     
  ● address challenges from existing and new laws and regulations.

 

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In addition, our margins and profitability may depend on our inventory mix, geographic revenue mix, discount rates mix and merchant and third-party business partner pricing terms. Accordingly, our operating results and profitability may vary significantly from quarter to quarter.

 

If we fail to retain our existing customers or acquire new customers, our operating results and business will be harmed.

 

We must continue to retain and acquire customers who make purchases on our platform to increase profitability. Further, as our customer base evolves, the composition of our customers may change in a manner that makes it more difficult to generate revenue to offset the loss of existing customers and the costs associated with acquiring and retaining customers and to maintain or increase our customers’ purchase frequency. If customers do not perceive our offerings to be attractive or if we fail to introduce new and more relevant deals or increase awareness and understanding of the offerings on our marketplace platform, we may not be able to retain or acquire customers at levels necessary to grow our business and profitability. Further, the traffic to our website and mobile applications, including traffic from consumers responding to our emails and search engine optimization, has declined in recent years, such that an increasing proportion of our traffic is generated from paid marketing channels, such as search engine marketing. In addition, changes to search engine algorithms or similar actions are not within our control and could adversely affect traffic to our website and mobile applications. If we are unable to acquire new customers in numbers sufficient to grow our business and offset the number of existing active customers that have ceased to make purchases, or if new customers do not make purchases at expected levels, our profitability may decrease and our operating results may be adversely affected.

 

Our future success depends upon our ability to attract and retain high quality merchants and third-party business partners.

 

We must continue to attract and retain high quality restaurants and other merchants to increase profitability. A key priority of our strategy is to increase our sales and marketing efforts to attract more high-quality restaurants and other merchants. We do not have long-term arrangements to guarantee the availability of deals that offer attractive quality, value and variety to customers or favorable payment terms to us. If merchants decide that utilizing our services no longer provides an effective means of attracting new customers or selling their offerings, they may stop working with us or negotiate to pay us lower margins or fees. In addition, current or future competitors may accept lower margins, or negative margins, to secure merchant offers that attract attention and acquire new customers. We also may experience attrition in our merchants resulting from several factors, including losses to competitors and merchant closures or merchant bankruptcies. If we are unable to attract and retain high quality merchants in numbers sufficient to grow our business, or if merchants are unwilling to offer products or services with compelling terms through our marketplace, our operating results may be adversely affected.

 

The loss of one or more key members of our management team, or our failure to attract and retain other highly qualified personnel in the future could harm our business.

 

To be successful, we must attract, retain and motivate executives and other key employees, including those in managerial, technical and sales positions. Hiring and retaining qualified executives, engineers and qualified sales representatives are critical to our success, and competition for experienced and well qualified employees can be intense. To attract and retain executives and other key employees in a competitive marketplace, we must provide a competitive compensation package, including cash and equity-based compensation. We currently utilize a stock incentive plan, including stock options, as a form of share-based incentive compensation. If the anticipated value of such equity-based incentive awards does not materialize, if our equity-based compensation otherwise ceases to be viewed as a valuable benefit or if our total compensation package is not viewed as competitive, our ability to attract, retain and motivate executives and key employees could be weakened. The failure to successfully hire executives and key employees or the loss of any executives and key employees could have a significant impact on our operations.

 

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Risks Related to Our Common Stock

 

Our securities are “Penny Stock” and subject to specific rules governing their sale to investors.

 

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination; and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for Company’s shareholders to sell shares of our common stock.

 

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

There is limited recent trading activity in our common stock and there is no assurance that an active market will develop in the future.

 

There is limited trading activity in our common stock. Although our common stock is now trading on the OTCQB Venture Market there can be no assurance that a more active market for the common stock will develop, or if one should develop, there is no assurance that it will be sustained. If a market does not develop or is not sustained it may be difficult for you to sell your common stock at the time you wish to sell them, at a price that is attractive to you, or at all. You may not be able to sell your common stock at or above the offering price per share.

 

Our second amended and restated bylaws designate specific courts as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

 

Pursuant to our second amended and restated bylaws, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for any state law claim for (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of or based on a breach of a fiduciary duty owed by any director, officer or other employee of ours to us or our stockholders; (3) any action asserting a claim pursuant to any provision of the Delaware General Corporation Law; or (4) any action asserting a claim governed by the internal affairs doctrine (the “Delaware Forum Provision”). The Delaware Forum Provision will not apply to any causes of action arising under the Securities Act or the Exchange Act. Our second amended and restated bylaws further provides that unless we consent in writing to the selection of an alternative forum, the United States District Court in Delaware shall be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). In addition, our second amended and restated bylaws provide that any person or entity purchasing or otherwise acquiring any shares of our common stock is deemed to have notice of and consented to the Delaware Forum Provision and the Federal Forum Provision; provided, however, that stockholders cannot and will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

 

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We recognize that the Delaware Forum Provision and the Federal Forum Provision in our second amended and restated bylaws may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Delaware. Additionally, the forum selection clauses in our second amended and restated bylaws may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if successful, might benefit our stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our Federal Forum Provision. If the Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

 

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.

 

We must maintain effective internal controls to provide reliable financial reports and detect fraud. We have been assessing our internal controls to identify areas that need improvement. Failure to identify and thereafter implement required changes to our internal controls or any others that we identify as necessary to maintain an effective system of internal controls, if any, could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our stock.

 

The price of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.

 

The trading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as:

 

  ● actual or anticipated variations in our operating results;
  ● announcements of developments by us or our competitors;
  ● regulatory actions regarding our products;
  ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
  ● adoption of new accounting standards affecting our industry;
  ● additions or departures of key personnel;
  ● introduction of new products by us or our competitors;
  ● sales of our common stock or other securities in the open market; and
  ● other events or factors, many of which are beyond our control.

 

The stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against such a company. Litigation initiated against the Company, whether or not successful, could result in substantial costs and diversion of its management’s attention and resources, which could harm our business and financial condition.

 

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Investors may experience dilution of their ownership interests because of the future issuance of additional shares of our common stock.

 

In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We may also issue additional shares of common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. In addition, conversion of the currently outstanding warrants will further dilute the voting power of investors in this offering and will disproportionately diminish their ability to influence our management given the large percentage of shares currently held by our directors and officers as discussed in the risk factor below. The future issuance of any such additional shares of common stock may also create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which shares of our common stock is currently traded.

 

Our common stock is controlled by insiders.

 

Our officers and directors beneficially own approximately 22% of our outstanding shares of common stock. Such concentrated control may adversely affect the price of our common stock. Investors who acquire common stock may have no effective voice in our management since the insiders will have the ability to influence us through this ownership position. These stockholders may be able to determine all matters requiring stockholder approval. For example, these stockholders, acting together, may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may believe are in your best interest as one of our stockholders. In additions, sales by our insiders or affiliates along with any other market transactions, could negatively affect the market price of our common stock.

 

The market price of our common stock may fluctuate, and you could lose all or part of your investment.

 

The price of our common stock may decline. The stock market in general, and the market price of our common stock will likely be subject to fluctuation, whether due to, or irrespective of, our operating results, financial condition and prospects.

 

Our financial performance, our industry’s overall performance, changing consumer preferences, technologies, government regulatory action, tax laws and market conditions in general could have a significant impact on the future market price of our common stock. Some of the other factors that could negatively affect our share price or result in fluctuations in our share price include:

 

  ● actual or anticipated variations in our periodic operating results;
     
  ● increases in market interest rates that lead purchasers of our common stock to demand a higher investment return;
     
  ● changes in earnings estimates;
     
  ● changes in market valuations of similar companies;
     
  ● actions or announcements by our competitors;
     
  ● adverse market reaction to any increased indebtedness we may incur in the future;
     
  ● additions or departures of key personnel;
     
  ● actions by stockholders;
     
  ● speculation in the media, online forums, or investment community; and
     
  ● our intentions and ability to list our common stock on the NYSE MKT and our subsequent ability to maintain such listing.

 

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As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations and financial prospects.

 

Currently, we are a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act. As a “smaller reporting company,” we are able to provide simplified executive compensation disclosures in our filings and have certain other decreased disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects.

 

Furthermore, we are a non-accelerated filer as defined by Rule 12b-2 of the Exchange Act, and, as such, are not required to provide an auditor attestation of management’s assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Section 404(b) of the Sarbanes-Oxley Act. Because we are not required to, and have not, had our auditor’s provide an attestation of our management’s assessment of internal control over financial reporting, a material weakness in internal controls may remain undetected for a longer period.

 

Item 2. Financial Information.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing at the end of this Form 10. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this Form 10 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

Background and Basis of Presentation

 

Discontinued Operations

 

On November 12, 2018, we entered into a merger transaction with SkyAuctions Inc. (“SkyAuctions”) pursuant to which all of the shareholders of SkyAuctions exchanged their shares of common stock of SkyAuctions for 1,102,422 shares of our common stock and a three-year secured promissory note for $2,500,000 with interest at 3% per annum.

 

On July 1, 2020, we entered into a Consent and Agreement to Stock Sale Agreement and Mutual Release Agreement to relinquish control of SkyAuctions, the result of which was we effectively disposed of SkyAuctions as of such date and the secured promissory note payable of $2,500,000 and accrued interest payable of $179,483 were extinguished.

 

Comparative financial information presented for the year ended December 31, 2020 has been reclassified to present SkyAuctions as a discontinued operation.

 

Restaurant.com, Inc.

 

On March 1, 2020, we acquired the assets of Restaurant.com, Inc. Restaurant.com, Inc. is a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. Founded in 1999, Restaurant.com connects digital consumers, businesses, and communities offering over 200,000 dining and merchant deal options nationwide at 187,000 restaurants and retailers to over 7.8 million customers.

 

We have decided to leverage our experience in ecommerce and concentrate on developing what we believe are significant growth opportunities in the B2B and B2C business of Restaurant.com, Inc.

 

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Business Overview

 

Restaurant.com is a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. Founded in 1999, we connect digital consumers, businesses, and communities offering dining and merchant deal options nationwide at over 182,500 restaurants and retailers to over 7.8 million customers. Our 12,500 core restaurants and 170,000 Dining Discount Pass restaurants and retailers extend nationwide. Our top three B2C markets are New York, Chicago and Los Angeles.

 

We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Approximately 9-13 days each month we email our customers offers for restaurant discounts based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from us and redeem them with our merchant partners. We charge, and only collect, a service fee from our customers which allows them to download the discount certificates and redeem them at the restaurant. We receive no revenue or commission from the restaurants offering the discount deals.

 

We derive our revenue from transactions in which we sell complementary entertainment and travel offerings and consumer products on behalf of third-party merchants. Approximately 9-13 days each month we email our customers offers for discounted experiences and products based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of our websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by us to our partners.

 

Through our websites, www.restaurant.com, www.specials.restaurant.com, and mobile iOS and Android apps, we provide affordable dining and entertainment experiences. In addition to purchasing restaurant discount certificates, entertainment and travel deals and consumer products as well as company gift card redemption, our website and mobile platform provide additional information to assist the customer and encourage return visits to our websites, including restaurant menus, entrée pricing, mapping and directions, and extensive filtering options, including most popular, cuisine type and “Deals Near Me” for nearby restaurants. Paperless restaurant certificate redemption and validation can also occur on our mobile platforms. During the year ended December 31, 2020, there were an average of 700,000 unique visitors per month to our digital platforms including our mobile and Specials offerings. Since the launch of our mobile apps in 2012, mobile has grown from zero to 49% of our B2C revenue and over 60% of the B2C orders with over 6.4 million downloads of our apps for the year ended December 30, 2021.

 

Our B2B sales program has grown significantly since its introduction in 2004 and comprises 50% of revenue. Our high-value, low-cost features enable businesses to use Restaurant.com Gift Cards to entice new and existing customers to increase sales, promote customer satisfaction and incent desired behavior. The availability of use in every market, features like “never expire” and online exchange, and use by every customer demographic fit every business’s customer base; features no other incentive product can match.

 

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and the related adverse public health developments, have adversely affected work forces, economies and financial markets globally. The outbreak has negatively impacted our revenues as a result of the temporary closures of restaurants throughout the United States where our discount certificates and Discount Dining Passes are accepted and where dining is being restricted to outdoor locations or to capacity constraints for indoor dining. We expect that for the next several months, as the virus continues to limit visits to restaurants and as many prospective patrons choose to order delivery of meals from restaurants or take advantage of picking-up meals from restaurants, to continue to negatively impact our revenues from purchase of our discount certificates, since they can only be redeemed when dining in the restaurants. In addition, our dining certificates are not accepted for payment by third-party platforms that facilitate ordering and delivery of food on-demand. As the COVID-19 pandemic appears to be abating, we expect an improvement in our revenues during the second half of the year ending December 31, 2022.

 

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Recent Developments

 

Effective February 28, 2022, we closed the merger with GameIQ, Inc. a developer of consumer gamification technologies for retail businesses. Under the terms of the Agreement, and Plan of Merger (the “Merger Agreement”) we agreed to issue 600,000 restricted shares of our common stock with a fair value of approximately $300,000 and issued promissory notes to Balazs Wellisch, President and co-founder, and Quentin Blackford, Director, of GameIQ, in the principal amounts of $78,813 and $62,101, respectively, bearing interest at 1% per annum, to repay loans by Mr. Wellisch and Mr. Blackford to GameIQ. Each note requires repayment in six equal biannual installments, with the first installment due on the six-month anniversary of the Closing Date as that term is defined in the Merger Agreement. Following the merger, Balazs Wellisch became the Chief Technology Officer of Restaurant.com, a subsidiary of ours. The Company will account for the acquisition as a business combination in accordance with ASC 805, Business Combinations. The Company has also determined that the acquisition does not qualify as significant acquisition under the guidance of SEC S-X Rules 3-05 and 1-02.

 

On March 22, 2021, the Company received loan proceeds of $1,025,535 pursuant to the Paycheck Protection Program (2nd draw). The note payable was scheduled to mature in March 2026, bore interest at the rate of 1% per annum, and was subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The loan and accrued interest payable were forgivable provided the Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintained its payroll levels. Effective February 28, 2022, the Company received formal notice that the note payable, including accrued interest of $9,743, was forgiven. As a result, the gain from the forgiveness of the government assistance note payable aggregating $1,035,278 will be recognized in the statement of operations during the year ending December 31, 2022.

 

On February 28, 2022, the Company approved 321,433 shares of common stock to be issued to employees and the Board of Directors with an average price per share of $0.50 and fair value of the grant to be $ 160,717. The Company also approved 461,000 stock options to be issued to employees with an average exercise price of $1.25 and fair value of the grant to be $243,000.

 

Going Concern

 

During the year ended December 31, 2021, the Company incurred a net loss of $4,991,223, utilized cash in operations of $1,260,191, and had a stockholders’ deficiency of $3,019,739 as of December 31, 2021. At December 31, 2021, the Company had cash of $1,930,325 and working capital of $224,160 available to fund its operations, including expansion plans, and to service its debt.

 

The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced operating losses and negative operating cash flows during 2020 and 2021. The Company has financed its working capital requirements through borrowings from various sources and the sale of its equity securities

 

The Company’s operations have been significantly and negatively impacted by the COVID-19 pandemic. Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. The Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic and during the subsequent economic recovery, which could be for an extended period of time.

 

As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund its business activities and to ultimately achieve sustainable operating revenues and profitability.

 

As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations. There is also significant uncertainty as to the effect that the coronavirus may have on the Company’s business plans and the amount and type of financing available to the Company in the future.

 

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If the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue its operations entirely.

 

Critical Accounting Policies and Estimates

 

The following discussion and analysis of financial condition and results of operations is based upon the Company’s consolidated financial statements for the years ended December 31, 2021 and 2020 presented elsewhere in this report, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain accounting policies and estimates are particularly important to the understanding of the Company’s financial position and results of operations and require the application of significant judgment by management or can be materially affected by changes from period to period in economic factors or conditions that are outside of the Company’s control. As a result, these issues are subject to an inherent degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on the Company’s historical operations, the future business plans and the projected financial results, the terms of existing contracts, trends in the industry, and information available from other outside sources.

 

Stock-Based Compensation

 

The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period.

 

The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.

 

Income Taxes

 

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

 

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

 

As the Company’s net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2021 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

 

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2021, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

 

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The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings.

 

Operating Segments

 

Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments.

 

In reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments. The Company then evaluated each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.

 

Revenue Recognition

 

Revenue is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process:

 

  (1) identification of the agreement with a customer;
  (2) identification of the performance obligations in the agreement;
  (3) determination of the transaction price;
  (4) allocation of the transaction price to the performance obligations in the agreement; and,
  (5) recognition of revenue when or as a performance obligation is satisfied.

 

The Company operates online websites that sell discounted restaurant coupons, travel and vacation packages, and other merchandise across a wide range of product categories, including, but not limited to, computer products, consumer electronics, apparel, housewares, watches, jewelry, travel, sporting goods, automobiles, home improvement products, and collectibles. In addition, the Company also generates revenues based upon the number of times a third-party website(s) or products(s) are accessed or viewed by consumers from the Company’s website or platform.

 

Recent Accounting Pronouncements

 

See discussion of recent accounting pronouncements in Note 2 to the accompanying financial.

 

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Reverse Stock Split

 

On April 20, 2020, we effected a 1-for-150 reverse split of our outstanding shares of common stock. No fractional shares were issued in connection with the reverse stock split, with any fractional shares being rounded up to the nearest whole share.

 

All share and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split for all periods presented.

 

Results of Operations

 

Revenues

 

For the years ended December 31, 2021 and 2020, the Company’s operating revenues consisted of revenues generated by the Restaurant.com business, which was acquired effective March 1, 2020.

 

Expenses

 

The Company generally recognizes operating costs and expenses as they are incurred in two specific categories, costs of revenues and selling, general and administrative expenses. The Company’s operating costs and expenses also include non-cash components related to the amortization of operating lease right-of-use assets, the amortization of intangible assets.

 

Cost of revenues consists primarily of the costs incurred to generate the Restaurant.com operating revenues, consisting primarily of transaction fees. Management expects these costs to increase in the future as the Company focuses on increasing its revenues from the Restaurant.com business.

 

Selling, general and administrative expenses consist of costs incurred to identify, communicate with and evaluate potential customers and related business opportunities, and compensation to officers and directors, as well as legal and other professional fees, lease expense, and other general corporate expenses. Management expects selling, general and administrative expenses to increase in future periods as the Company adds personnel and incurs additional costs related to its operation as a public company, including higher legal, accounting, insurance, compliance, compensation and other costs.

 

Results of Operations

 

The Company’s consolidated statements of operations as discussed herein are presented below.

 

   Years Ended December 31, 
   2021   2020 
         
Revenues  $3,323,509   $2,644,556 
           
Operating expenses:          
Costs of revenues   394,023    436,715 
Selling, general and administrative expenses   7,243,151    6,172,390 
Amortization of intangible assets   624,000    720,000 
Write-off of impaired intangible assets   570,030    - 
Total operating expenses   8,831,204    7,329,105 
           
Loss from operations   (5,507,695)   (4,684,548)
           
Other (income) expense:          
Interest expense   124,293    519,096 
Amortization of debt discount   -    401,177 
Financing costs   7,500    163,528 
Gain on extinguishment of derivative liability   -    (1,164,802)
Legal settlements   -    219,000 
Gain from forgiveness of government assistance note payable   (648,265)   (10,000)
Loss on extinguishment of debt   -    1,858,395 
Total other (income) expense, net   (516,4725)   1,986,394 
           
Loss from continuing operations   (4,991,223)   (6,670,942)
Gain on sale of discontinued operation   -    2,895,283 
Net loss  $(4,991,223)  $(3,775,659)
           
Net loss per common share – basic and diluted:          
Loss from continuing operations  $(0.41)  $(1.08)
Gain on sale of discontinued operation   -    0.47 
Net loss  $(0.41)  $(0.61)
           
Weighted average common shares outstanding – basic and diluted   12,277,922    6,183,047 

 

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Years Ended December 31, 2021 and 2020

 

Revenues. The Company generated revenues of $3,323,509 during the year ended December 31, 2021, as compared to revenues of $2,644,556 during the year ended December 31, 2020, as a result of the Company owning the Restaurant.com business for twelve months in 2021 as compared to ten months in 2020.

 

Costs of Revenues. Costs of revenues decreased to $394,023 during the year ended December 31, 2021 as compared to $436,715 during the year ended December 31, 2020, as a result of restructured and renegotiated marketing agreements.

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $7,243,151 during the year ended December 31, 2021, as compared to $6,172,390 during the year ended December 31, 2020, an increase of $1,070,761. The increase was a result of additional expenses resulting from the acquisition of the Restaurant.com business and the change in the Company’s business and operations, including an increase of $1,556,991 in stock-based compensation for common shares and common stock options issue to directors, employees and contractors.

 

Amortization of Intangible Assets. Intangible assets acquired in connection with the acquisition of the Restaurant.com business effective March 1, 2020 resulted in amortization expense of intangible assets of $624,000 for the year ended December 31, 2021, as compared to $720,000 for the year ended December 31, 2020.

 

Write-off of Impaired Intangible Assets. During the year ended December 31, 2021, the Company determined that certain Intangible assets acquired in connection with the acquisition of the Restaurant.com business effective March 1, 2020 were impaired, resulting in a charge to operations of $570,030 at December 31, 2021. The Company did not have any impaired intangible assets during the year ended December 31, 2020.

 

Loss from Operations. For the year ended December 31, 2021, the Company incurred a net loss from operations of $5,507,695, as compared to a net loss from operations of $4,684,548 for the year ended December 31, 2020.

 

Other (Income) Expense. The Company had other income of $516,472 for the year ended December 31, 2021, as compared to other expense of $1,986,394 for the year ended December 31, 2020. Other income for the year ended December 31, 2021 consisted of a gain from the forgiveness of a government assistance loan of $648,265, offset by interest expense of $124,293 and financing costs of $7,500. Other expense for the year ended December 31, 2020 consisted of interest expense of $519,096, amortization of debt discount of $401,177, financing costs of $163,528, legal settlements of $219,000, and loss on the extinguishment of debt $1,858,395, offset by a gain on extinguishment of a derivative liability of $1,164,802.

 

Loss from Continuing Operations. Loss from continuing operations decreased by $1,679,719, to $4,991,223 for the year ended December 31, 2021, as compared to $6,670,942 for the year ended December 31, 2020. The decrease in loss from continuing operations for the year ended December 31, 2021 was due primarily to a decrease in other expense during 2021, as discussed above, as compared to 2020.

 

Discontinued Operations. The Company had no discontinued operations during the year ended December 31, 2021. During the year ended December 31, 2020, the Company realized a gain from the sale of discontinued operations of $2,895,283.

 

Net Loss. For the year ended December 31, 2021, the Company incurred a net loss of $4,991,223, as compared to a net loss of $3,775,659 for the year ended December 31, 2020.

 

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Liquidity and Capital Resources – December 31, 2021

 

The Company’s consolidated statements of cash flows as discussed herein are presented below.

 

   Years Ended December 31, 
   2021   2020 
         
Net cash used in operating activities  $(1,260,191)  $(793,334)
Net cash provided by (used in) investing activities   -    - 
Net cash provided by financing activities   2,589,940    1,213,468 
Net increase in cash  $1,329,749   $420,134 

 

During the year ended December 31, 2021, the Company incurred a net loss of $4,991,223 and utilized cash in operations of $1,260,191 and had a stockholders’ deficiency of $3,019,739 as of December 31, 2021. At December 31, 2021, the Company had cash of $1,930,325 available to fund its operations, including expansion plans, and to service its debt, and had working capital of $224,160.

 

During the year ended December 31, 2020, the Company incurred a net loss of $3,775,659, including a gain from a discontinued operation, and utilized cash in operations of $793,334 and had a stockholders’ deficiency of $2,605,359 as of December 31, 2020. At December 31, 2020, the Company had cash of $600,576 available to fund its operations, including expansion plans, and to service its debt, and had a working capital deficiency of $1,383,794.

 

The financial statements included in this report have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. To continue as a going concern, develop a sustainable revenue stream and achieve profitability, the Company will need, among other things, to obtain additional capital resources, which may include borrowings and sales of common stock. However, management cannot provide any assurances that the Company will be successful in being able to raise additional capital on a timely basis, or at all, or that the Company will achieve its operating plans.

 

If the Company is unable to obtain adequate capital on a timely basis, it could be forced to scale back or cease operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The amount and timing of future cash requirements will depend on the pace and design of the Company’s plans to grow the Restaurant.com business. As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that it will be able to secure additional financing on acceptable terms, or at all, as and when necessary to continue to conduct operations. The impact of the coronavirus on capital markets may affect the amount and type of financing available to the Company in the future.

 

Operating Activities. For the year ended December 31, 2021, operating activities utilized cash of $1,260,191, as compared to utilizing cash of $793,334 for the year ended December 31, 2020, to fund the Company’s operations, including expansion plans, and to service its debt.

 

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Investing Activities. The Company had no investing activities for the years ended December 31, 2021 and 2020.

 

Financing Activities. For the year ended December 31, 2021, cash provided by financing activities was $2,589,940, and included net proceeds of $1,958,466 received from the sale of common stock, and $1,375,535 in proceeds from government assistance loans, offset by the repayment of $303,147 of bridge notes payable, repayment of $400,000 of convertible notes payable, and payment of $40,914 related to an acquisition obligation. For the year ended December 31, 2020, net cash provided by financing activities was $1,213,468, and included proceeds of $1,102,700 received from a private placement of common stock, $150,000 from a separate sale of common stock, and $942,200 in proceeds from government assistance loans, offset by the repayment of $90,000 of bridge notes payable, repayment of $569,714 of convertible notes payable, and payment of $321,718 related to an acquisition obligation.

 

Principal Commitments

 

Employment Agreement

 

In 2019, the Company entered into an employment agreement with Ketan Thakker, pursuant to which Mr. Thakker is to act as the Company’s Chief Executive Office. This agreement provides Mr. Thakker with a salary of $200,000 per year.

 

Operating Lease Liability

 

In September 2020, Restaurant.com signed a new lease for its office located in Arlington Heights, Illinois. The lease has a term of 36 months and an average base rent of approximately $7,600 per month. The Company recorded a right-of-use asset and lease liability of $257,909 based upon the present value of all lease payments and a corresponding lease liability of $257,909.

 

The following schedule sets forth the current portion and long-term portion of the operating lease liability as of December 31, 2021 and 2020:

 

   December 31, 
   2021   2020 
         
Current portion  $110,499   $100,856 
Long-term portion   111,597    222,095 
Total operating lease liability  $222,096   $322,951 

 

Maturities of the Company’s operating lease liability are as follows as of December 31, 2021:

 

Year Ending December 31:    
     
2022  $110,499 
2023   89,000 
2024   24,000 
2025   - 
Total lease payments   223,499 
Less: Imputed interest   (1,403)
Total operating lease liability  $222,096 

 

Off-Balance Sheet Arrangements

 

At December 31, 2021 and 2020, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

 

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Item 3. Properties.

 

Our principal administrative facilities are located at Lakeside Corporate Court, 5880 Live Oak Parkway, Suite 100, Norcross, Georgia 30093. The lease is for 2,475 rentable square feet and expires August 1, 2024. The monthly lease expense commences at $1,000 for the first year and rises to $2,900 per month in the fifth year of the lease.

 

Restaurant.com’s principal executive offices are located at 1500 West Shure Drive, Suite 600, Arlington Heights, IL 60004 and consist of approximately 4,000 square feet. We currently lease such facility for $7,500 per month and our lease has a lease escalation clause under which has 3% in each the three years. The lease expires on September 30, 2023.

 

As we expand, we will need to find suitable additional space, which we believe is available on commercially reasonable terms for Restaurant.com. We do not own any real estate.

 

Item 4. Security Ownership of Certain Beneficial Owners and Management.

 

Security ownership of certain beneficial owners.

 

The following table sets forth certain information as of March 21, 2022, the beneficial ownership of our common stock by the following persons:

 

  ● each person or entity who, to our knowledge, owns more than 5% of our common stock;
     
  ● our executive officers named in the Summary Compensation Table above;
     
  ● each director; and
     
  ● all of our executive officers and directors as a group; and

 

Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o RDE, Inc., Lakeside Corporate Court, 5880 Live Oak Parkway, Suite 100, Norcross, Georgia 30093, and our telephone number is (847) 506-9680. Shares of common stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of the date of this prospectus, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.

 

   Number of Shares   Percentage of Shares 
Name and Address of Beneficial Owner  Beneficially Owned   Beneficially Owned 
         
Greater than 10% Stockholders          
Ketan Thakker   2,369,585    17.2%
Directors and Named Executive Officers          
Ketan Thakker   2,369,585    17.2%
Paul Danner III   240,000    1.7%
Kevin Harrington   240,000    1.7%
M. Scot Wingo   240,000    1.7%
All current executive officers and directors as a group (four persons)   3,069,585    22.4%

 

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Item 5. Directors and Executive Officers.

 

Set forth below is certain information regarding our executive officers and directors. Each of the directors listed below was elected to our board of directors to serve until our next annual meeting of stockholders or until his or her successor is elected and qualified. All directors hold office for one-year terms until the election and qualification of their successors. The following table sets forth information regarding the members of our board of directors and our executive officers:

 

Name   Age   Position
Ketan Thakker   53   Chief Executive Officer; President and Chairman
Aaron Horowitz   58   President of Restaurant.com
Tim Miller   57   Vice President, Enterprise B2B Sales of Restaurant.com

Tim Mrazek

Balazs Wellisch

  

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52

  

Vice President, Information Technology of Restaurant.com

Chief Technology Officer of Restaurant.com

Lisa Nason   43   Director of Marketing of Restaurant.com
Kevin Harrington   64   Director
M. Scot Wingo   51   Director
Paul K. Danner   63   Director

 

Ketan Thakker has been our Chairman, President and Chief Executive Officer since August 2014. He joined our company as Chief Financial Officer in July 2013, leading our restructuring, and was promoted the following year. Mr. Thakker is an entrepreneurial leader with more than 20 years in finance and operations. He has significant hands-on experience in building and growing new and existing businesses in the online space. He founded and served as President of TripRental.com and TripRental Software, an online listing site for vacation rental properties, from March 2011 to June 2013. He previously served as the Chief Financial Officer for Apartments.com, a Classified Ventures Company from 2006 to 2011. Mr. Thakker also held leadership roles in financial management at Abbott Laboratories and Baxter International Inc. Mr. Thakker received an M.B.A. from Northwestern University’s Kellogg School of Management and is an accredited certified public accountant (inactive).

 

As the Chairman, President and Chief Executive Officer, Mr. Thakker leads the Board and guides our company. Mr. Thakker brings extensive e-commerce industry knowledge of the company and a deep background in technology growth companies, mergers and acquisitions and capital market activities, making him well qualified as a member of the Board. His service as Chairman, President and Chief Executive Officer creates a critical link between management and the Board.

 

Aaron Horowitz has been President of Restaurant.com since 2017. He joined Restaurant.com in 2010 as General Counsel. Prior to joining Restaurant.com, Mr. Horowitz served as General Counsel at Cosmetique. Mr. Horowitz received his B.A. from University of Michigan in 1985 and his Juris Doctor from the University of Chicago Law School in 1988.

 

Tim Miller joined Restaurant.com and the B2B division since its inception in 2004. Before joining Restaurant.com, Mr. Miller was with Gordon Flesch Company, a leading National Cannon dealership for 15 years in sales and management. He graduated from Eastern Illinois University in 1988 with a B.A. in Political Science.

 

Tim Mrazek joined Restaurant.com in May 2019 and is responsible for all IT activities, including. IT infrastructure, software development and hardware. From 2012 to 2019 he held various senior roles from Senior Network Administrator to IT Manager. Mr. Mrazek received his B.S. degree from DeVry University in Chicago and his MBA from Keller Graduate School.

 

Balazs Wellisch joined Restaurant.com in February 2022 following our acquisition of GameIQ acquisition. He is responsible for the strategy, formulation, development and delivery of Restaurant.com’s product portfolio as well as the operation of the company’s IT infrastructure. Mr. Wellisch has more than 25 years of experience leading high-performing organizations and driving modern technology development and adoption for global organizations. From November 2014 to February 2022 he served as founder and CEO GameIQ. From March 2002 to September 2009 Mr. Wellisch was President and CEO of Solana Consulting, a company providing e-business management solutions to companies worldwide. From March 2000 to February 2002 Mr. Wellisch was Vice President of Engineering at Eriss Corp., a company providing dynamic internet application services to government workforce boards, cities, counties, states and commercial service providers, and from September 1997 to February 2000 he served as Chief Technology Officer of Digital Trends, a managed high growth applications services company delivering e-commerce solutions. Mr. Wellisch graduated from San Diego State University with a degree in Computer Science.

 

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Lisa Nason joined Restaurant.com in May 2011. Ms. Nason is responsible for leading the marketing, creative and analytics teams to coordinate and expand the company’s marketing across B2C and B2B platforms. Prior to joining Restaurant.com, Ms. Nason served as a project lead providing analytics and consulting services at Allant Group from January 2003 to April 2011 to a variety of companies and developed 32 business models to measure the effectiveness of different marketing campaigns and from January 2000 to January 2003 was a consulting analyst at NDCHealth engaging in the analysis of data to respond to complex sales and marketing business questions. Ms. Nason graduated from Marquette University with a Bachelor of Science in Mathematics and received her Master of Science in Applied Mathematics from Roosevelt University.

 

Kevin Harrington was appointed as a director of our Company on February 13, 2019, following the closing of the SkyAuction Merger. Mr. Harrington has almost 40 years’ experience in product introduction and direct marketing, being one of the first to market products through infomercials in 1984. Since 2005, he has been Chief Executive Officer of Harrington Business Development, Inc. and, since November 2015, Chief Executive Officer of KBHJJ, LLC, each privately held consulting firms controlled by him. A serial entrepreneur, Mr. Harrington appeared as one of the original panelists on the ABC television program, “Shark Tank,” from 2009 to 2011. He currently serves as a director of Celsius Corp., a developer of calorie-burning fitness beverages, since March 2013, Emergent Health Corp., a developer of nutritional products, since December 2014, and Redwood Scientific Technologies, Inc., a marketer of consumer homeopathic drugs and supplements, since April 2015. He also serves on the Advisory Board of Good Gaming, Inc., an eSports tournament gaming platform, since March 2016, and was formerly the Chairman of the Board of As Seen On TV, Inc., a public company that focuses on marketing products through infomercials and other direct marketing, from May 2010 to April 2014. Mr. Harrington is the author of “Act Now! How to Turn Ideas into Million-Dollar Products,” which chronicles his life and experiences in the direct response industry. Mr. Harrington is a co-founder of two global networking associations, the Entrepreneur’s Organization (formerly the Young Entrepreneurs Organization) in 1997, and the Electronic Retailing Association in 2000. Mr. Harrington’s in-depth knowledge of the e-commerce market and the broad range of companies in the industry make him well qualified as a member of the Board. He also brings transactional expertise in mergers and acquisitions and capital markets.

 

M. Scot Wingo was appointed as a director of our Company on February 13, 2019, following the closing of the SkyAuction Merger. Mr. Wingo is a co-founder of ChannelAdvisor Corporation (NYSE) and has served as chairman of its board of directors since its inception in 2001, as its executive chairman since May 2015 and as its chief executive officer from 2001 until May 2015. Mr. Wingo is a co-founder of, and since July 2016 has served as the chief executive officer of, Get Spiffy, Inc., an on-demand car cleaning technology and services company. Prior to founding ChannelAdvisor, he served as general manager of GoTo Auctions, chief executive officer and co-founder of AuctionRover.com, which was acquired by GoTo.com, and as chief executive officer and co-founder of Stingray Software, which was acquired by RogueWave. He has appeared on CNBC, The Today Show and contributed thought leadership to the WSJ, New York Times, Washington Post, Bloomberg/Business Week, LA Times, AP, Reuters and many other publications. Mr. Wingo regularly speaks about e-commerce and on-demand topics at IRCE (internet Retailer Conference and Exhibition), NRF’s/shop.org Digital Summit, NRF’s Big Show, Shoptalk, NPD Idea, Bronto Summit, ChannelAdvisor Catalyst and many e-commerce/retail-oriented Wall Street conferences. Mr. Wingo has received numerous awards including Ernst and Young’s Entrepreneur of the Year and Triangle Business Journal’s Businessperson of the Year. Mr. Wingo received a B.S. degree in Computer Engineering from the University of South Carolina and an M.S. degree in Computer Engineering from North Carolina State University. The Board of Directors believes that Mr. Wingo’s reputation as a thought leader in the e-commerce industry, transactional expertise in mergers and acquisitions and capital markets and his business experience in founding and overseeing the growth of software companies makes him well qualified to be a member of the Board.

 

Paul K. Danner joined our Board of Directors on February 13, 2019, following the SkyAuction Merger. He is currently serving as the Chief Executive Officer of Pepex Biomedical, Inc. From 2016 to 2018, he was Chairman & Chief Executive Officer of Alliance MMA, Inc., Nasdaq-listed sports promotion and media firm. Formerly, Mr. Danner was the Managing Director of Destiny Partners Worldwide, a global organizational management and business operations consultancy since 2006. From 2008 to 2010, Mr. Danner was also the Chief Executive Officer of Shanghai-based China Crescent Enterprises, a fully-reporting OTCBB-listed information technologies company which operated primarily in Asia. Previously, he served as Chairman & Chief Executive Officer of Paragon Financial Corporation, a Nasdaq-listed financial services firm, from 2002 to 2006. From January 1998 to 2001 Mr. Danner was employed in various roles at MyTurn.com, Inc., a Nasdaq-listed information technologies company, including as Chief Executive Officer. From 1996 to 1997, Mr. Danner was the Managing Partner of Technology Ventures, a business consultancy firm. From 1985 to 1996 he held executive-level and sales & marketing positions with a number of Fortune-100 technology companies including NEC Technologies and Control Data Corporation. Mr. Danner served as a Naval Aviator flying the F-14 Tomcat, and subsequently as an Aerospace Engineering Duty Officer supporting the Naval Air Systems Command, for eight years on active duty plus 22 years with the reserve component of the United States Navy. He retired from the Navy in 2009 with the rank of Captain. Mr. Danner received his BS in Business Finance from Colorado State University and holds an MBA in Marketing from the Strome College of Business at Old Dominion University.

 

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Board of Directors and Corporate Governance

 

When considering whether directors have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on the information discussed in each of the directors’ individual biographies as set forth above. With regard to Mr. Thakker, the Board considered his day-to-day operational leadership of our company and in-depth knowledge of our business. In the case of Messrs. Wingo, Danner and Harrington, the Board has considered their extensive experience in corporate management that will assist our corporate governance.

 

The Board of Directors periodically reviews relationships that directors have with our company to determine whether the directors are independent. Directors are considered “independent” as long as they do not accept any consulting, advisory or other compensatory fee (other than director fees) from us, are not an affiliated person of our company or our subsidiaries (e.g., an officer or a greater than 10% stockholder) and are independent within the meaning of applicable United States laws, regulations and the Nasdaq Capital Market listing rules. In this latter regard, the Board of Directors uses the Nasdaq Marketplace Rules (specifically, Section 5605(a)(2) of such rules) as a benchmark for determining which, if any, of our directors are independent, solely in order to comply with applicable SEC disclosure rules.

 

The Board of Directors has determined that, of our directors, Messrs. Wingo, Danner and Harrington are independent within the meaning of the Nasdaq Marketplace Rules cited above, and that Paul Danner We believe Paul Danner is also an audit committee financial expert as that term is defined by listing standards of the national securities exchanges and SEC rules, including the rules relating to the independence standards of an audit committee and the non-employee director definition of Rule 16b-3 under the Securities Exchange Act of 1934.

 

Director or Officer Involvement in Certain Legal Proceedings

 

Our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

 

Committees of the Board of Directors

 

Currently, our Board of Directors acts as audit, nominating, corporate governance and compensation committees. The Board of Directors has adopted charters relative to its audit committee, compensation committee and nominating committee. Until such time as we add more members to the Board, the entire Board will determine all matters and no committees have been formed. We intend to appoint persons to the board of directors and committees of the board of directors as required to meet the corporate governance requirements of a national securities exchange, although we are not required to comply with these requirements until we are listed on a national securities exchange. We intend to appoint directors in the future so that we have a majority of our directors who will be independent directors, and of which at least one director will qualify as an “audit committee financial expert,” prior to a listing on a national securities exchange.

 

Audit Committee

 

The audit committee’s duties under the terms of its charter are to recommend to our board of directors the engagement of independent auditors to audit our financial statements and to include the terms of its charter review our accounting and auditing principles. The audit committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee oversees the independent auditors, including their independence and objectivity. However, the committee members are not acting as professional accountants or auditors, and their functions are not intended to duplicate or substitute for the activities of management and the independent auditors. The audit committee is empowered to retain independent legal counsel and other advisors as it deems necessary or appropriate to assist the audit committee in fulfilling its responsibilities, and to approve the fees and other retention terms of the advisors. The audit committee members possess an understanding of financial statements and generally accepted accounting principles.

 

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Compensation Committee

 

The compensation committee has certain duties and powers as described in its charter, including but not limited to periodically reviewing and approving our salary and benefits policies, compensation of our executive officers, administering our stock option plans, and recommending and approving grants of stock options under those plans.

 

Nominating Committee

 

Under the charter of our nominating and corporate governance committee, the nominating and corporate governance committee considers and makes recommendations on matters related to the practices, policies and procedures of the board of directors and takes a leadership role in shaping our corporate governance. As part of its duties, the nominating and corporate governance committee assesses the size, structure and composition of the board of directors and its committees, coordinates evaluation of board performance and reviews board compensation. The nominating and corporate governance committee also acts as a screening and nominating committee for candidates considered for election to the board of directors.

 

Compensation Committee Interlocks and Insider Participation

 

None of our directors or executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more of its executive officers serving as a member of our board of directors.

 

Code of Ethics

 

We have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of the Nasdaq Capital Market and the SEC. We will post a copy of our code of ethics on our website, and intend to post amendments to this code, or any waivers of its requirements, as well.

 

Conflicts of Interest

 

We comply with applicable state law with respect to transactions (including business opportunities) involving potential conflicts. Applicable state corporate law requires that all transactions involving our company and any director or executive officer (or other entities with which they are affiliated) are subject to full disclosure and approval of the majority of the disinterested independent members of our Board of Directors, approval of the majority of our stockholders or the determination that the contract or transaction is intrinsically fair to us. More particularly, our policy is to have any related party transactions (i.e., transactions involving a director, an officer or an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the Board of Directors. We expect to have at least three independent directors serving on the Board of Directors and intend to maintain a Board of Directors consisting of a majority of independent directors.

 

Indemnification of Directors and Executive Officers

 

Section 145 of the Delaware General Corporation Law provides for, under certain circumstances, the indemnification of our officers, directors, employees and agents against liabilities that they may incur in such capacities. Below is a summary of the circumstances in which such indemnification is provided.

 

In general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity may be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in or not opposed to our best interests; and (iii) with respect to any criminal action, such person had no reasonable cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable standard of conduct was met by the individual to be indemnified.

 

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The statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or otherwise in defense of any proceeding to which he or she was a party, he or she is entitled to receive indemnification against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the proceeding.

 

Indemnification in connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted only with respect to expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense. In such actions, the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interests and must not have been adjudged liable to us, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification is otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connection with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper personal benefit.

 

Delaware law authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding in advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreement to repay such advances if it is determined that he or she is not entitled to be indemnified by us.

 

The statutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not exclude other rights under our certificate of incorporation, by-laws, resolutions of our stockholders or disinterested directors, or otherwise. These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporation and inure to the benefit of the heirs, executors and administrators of such persons.

 

The statutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer, employee or agent against any liability asserted against or incurred by him or her in such capacity arising out of his or her status as such. Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

 

Our second amended and restated bylaws include an indemnification provision under which we have the power to indemnify our directors, officers, former directors and officers, employees and other agents (including heirs and personal representatives) against all costs, charges and expenses actually and reasonably incurred, including an amount paid to settle an action or satisfy a judgment to which a director or officer is made a party by reason of being or having been a director or officer of the Company. Our bylaws further provide for the advancement of all expenses incurred in connection with a proceeding upon receipt of an undertaking by or on behalf of such person to repay such amounts if it is determined that the party is not entitled to be indemnified under our bylaws. No advance will be made by the Company to a party if it is determined that the party acting in bad faith. These indemnification rights are contractual, and as such will continue as to a person who has ceased to be a director, officer, employee or other agent, and will inure to the benefit of the heirs, executors and administrators of such a person.

 

At present, we do not maintain directors’ and officers’ liability insurance in order to limit the exposure to liability for indemnification of directors and officers, including liabilities under the Securities Act; however, we are in the process of obtaining such insurance.

 

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Item 6. Executive Compensation.

 

Summary Compensation Table

 

The following table sets forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the principal executive officer and principal financial officer of RDE, Inc during the years ended December 31, 2020 and 2019; and (ii) each other individual who served as an executive officer of RDE, Inc. at the conclusion of the years ended December 31, 2020 and 2019 and who received more than $100,000 in the form o f salary and bonus during such year. For purposes of this report, these individuals are collectively the “named executive officers” of our Company.

 

Name and Position  Years   Salary   Bonus   Stock
Awards		   Option
Awards		   Non-equity
Incentive Plan
Compensation		  

Non-qualified
Deferred
Compensation

Earnings

   All Other
Compensation		   Total 
Ketan Thakker,   2021   $200,000    —    —    —    —    —    —   $200,000 
Chairman, President and CEO   2020   $97,500    —    —    —    —    —    —   $97,500 
                                              
Aaron Horowitz   2021   $150,000                                 $150,000 
President and GC   2020   $81,264                                 $81,264 
                                              
Tim Miller   2021   $211,661                                 $211,661 
VP Sales   2020   $114,424                                 $114,424 
                                              
Tim Mrazek   2021   $103,469                                 $103,469 
VP Technology   2020   $101,000                                 $101,000 

 

Employment and Advisory Agreements

 

On March 29, 2019, we entered into a new employment agreement with Ketan Thakker, our Chairman, President and Chief Executive Officer. The employment agreement provides that Mr. Thakker will receive a base salary during the first year of his employment agreement at an annual rate of $200,000 for services rendered in such positions. Under the terms of his employment agreement, his annual base salary may be increased as determined by our Board of Directors but may not be less than $200,000. In addition, Mr. Thakker may be entitled to receive, at the discretion of our Board, a cash bonus based on the performance goals of our Company.

 

The employment agreement also provides for termination by us upon his death or disability (defined as three aggregate months of incapacity during any 365-consecutive day period) or upon conviction of a felony crime of moral turpitude or a material breach of his obligations to us. In the event the employment agreement is terminated by us without cause, Mr. Thakker will be entitled to compensation for the balance of the term.

 

In the event of a change of control of our company, Mr. Thakker may terminate his employment within six months after such event and will be entitled to continue to be paid pursuant to the terms of his employment agreement.

 

Mr. Thakker also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr. Thakker from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our company at any time.

 

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Equity Compensation Plan Information

 

On February 11, 2019, our Board of Directors and stockholders adopted our 2019 Stock Incentive Plan (the “2019 Plan”). The purpose of the Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship, and to stimulate an active interest of these persons in our development and financial success. Under the Plan, we are authorized to issue up to 40,000,000 shares of common stock, including incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards.

 

Administration. The 2019 Plan is administered by the Board of Directors or the committee or committees as may be appointed by the Board of Directors from time to time (the “Administrator”). The Administrator determines the persons who are to receive awards, the types of awards to be granted, the number of shares subject to each such award and the terms and conditions of such awards. The Administrator also has the authority to interpret the provisions of the 2019 Plan and of any awards granted there under and to modify awards granted under the 2019 Plan. The Administrator may not, however, reduce the price of options or stock appreciation rights issued under the 2019 Plan without prior approval of the Company’s shareholders.

 

Eligibility. The 2019 Plan provides that awards may be granted to our employees, officers, directors and consultants or of any parent, subsidiary or other affiliate of the Company as the Administrator may determine. A person may be granted more than one award under the 2019 Plan.

 

Shares that are subject to issuance upon exercise of an option under the 2019 Plan but cease to be subject to such option for any reason (other than exercise of such option), and shares that are subject to an award granted under the 2019 Plan but are forfeited or repurchased by the Company at the original issue price, or that are subject to an award that terminates without shares being issued, will again be available for grant and issuance under the 2019 Plan.

 

Terms of Options and Stock Appreciation Rights. The Administrator determines many of the terms and conditions of each option and SAR granted under the 2019 Plan, including whether the option is to be an incentive stock option or a non-qualified stock option, whether the SAR is a related SAR or a freestanding SAR, the number of shares subject to each option or SAR, and the exercise price of the option and the periods during which the option or SAR may be exercised. Each option and SAR is evidenced by a grant agreement in such form as the Administrator approves and is subject to the following conditions (as described in further detail in the 2019 Plan):

 

(a) Vesting and Exercisability: Options, restricted shares and SARs become vested and exercisable, as applicable, within such periods, or upon such events, as determined by the Administrator in its discretion and as set forth in the related grant agreement. The term of each option is also set by the Administrator. However, a related SAR will be exercisable at the time or times, and only to the extent, that the option is exercisable and will not be transferable except to the extent that the option is transferable. A freestanding SAR will be exercisable as determined by the Administrator but in no event after 10 years from the date of grant.

 

(b) Exercise Price: Each grant agreement states the related option exercise price, which, in the case of SARs, may not be less than 100% of the fair market value of the Company’s shares of common stock on the date of the grant. The exercise price of an incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value of shares of the Company’s common stock on the date of grant.

 

(c) Method of Exercise: The option exercise price is typically payable in cash, common stock or a combination of cash of common stock, as determined by the Administrator, but may also be payable, at the discretion of the Administrator, in a number of other forms of consideration.

 

(d) Recapitalization; Change of Control: The number of shares subject to any award, and the number of shares issuable under the 2019 Plan, are subject to proportionate adjustment in the event of a stock dividend, spin-off, split-up, recapitalization, merger, consolidation, business combination or exchange of shares and the like. Except as otherwise provided in any written agreement between the participant and the Company in effect when a change in control occurs, in the event an acquiring company does not assume plan awards (i) all outstanding options and SARs shall become fully vested and exercisable; (ii) for performance-based awards, all performance goals or performance criteria shall be deemed achieved at target levels and all other terms and conditions met, with award payout prorated for the portion of the performance period completed as of the change in control and payment to occur within 45 days of the change in control; (iii) all restrictions and conditional applicable to any restricted stock award shall lapse; (iv) all restrictions and conditions applicable to any restricted stock units shall lapse and payment shall be made within 45 days of the change in control; and (v) all other awards shall be delivered or paid within 45 days of the change in control.

 

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(e) Other Provisions: The option grant and exercise agreements authorized under the 2019 Plan, which may be different for each option, may contain such other provisions as the Administrator deems advisable, including without limitation, (i) restrictions upon the exercise of the option and (ii) a right of repurchase in favor of the Company to repurchase unvested shares held by an optionee upon termination of the optionee’s employment at the original purchase price.

 

Amendment and Termination of the 2019 Plan. The Administrator, to the extent permitted by law, and with respect to any shares at the time not subject to awards, may suspend or discontinue the 2019 Plan or amend the 2019 Plan in any respect; provided that the Administrator may not, without approval of the stockholders, amend the 2019 Plan in a manner that requires stockholder approval.

 

2021 Director Compensation

 

Upon commencement of their Board membership on February 13, 2019, the nonexecutive members of the Board, Messrs. Harrington, Wingo and Danner, each received a grant of 20,000 restricted shares of our common stock of which 25% of the restricted stock grant (5,000 shares) vested upon acceptance of the offer to serve on our Board of Directors and 25% of the restricted stock grant (5,000 shares) will vest upon each of the three anniversaries of the acceptance date of the offer (February 13, 2019) provided that each Board member has served continuously as an advisor to the Company during such one year period, (ii) an annual cash allowance will be paid in equal quarterly amounts as follows: year 1 $5,000, year 2 $15,000 and year 3 an amount to be determined and (iii) each nonexecutive Board member who serves as a Chair of one of our Board Committees will receive an additional cash payment of $2,000 annually and each nonexecutive Board member who serves as a member of one of our Board Committees will receive an additional cash payment of $1,000 annually.

 

Item 7. Certain Relationships and Related Transactions, and Director Independence.

 

SEC rules require us to disclose any transaction or currently proposed transaction in which the Company is a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company’s common stock, or an immediate family member of any of those persons.

 

For the years ended December 31, 2021 and 2020, as discussed under the heading “Divestiture of SkyAuction.com” in the “Overview” section above, effective July 1, 2020, the $2,500,000 promissory note was converted into shares of our common stock at a price of $7.50 per share or 333,333 shares of our common stock to be issued pro rata to the SkyAuction shareholders at the time of the merger with us, excluding Messrs. Hering and Esposito.

 

Policies and Procedures for Related Party Transactions

 

As the Board standing committees will be constituted at the time of the effectiveness of this registration statement, the Board at large is currently responsible for reviewing and approving in advance any related party transaction. This covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or will be a participant to, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

 

44

 

 

Item 8. Legal Proceedings.

 

From time to time we may be named in claims arising in the ordinary course of business. Currently, there is one legal proceeding that is pending against us or involves us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business or financial condition.

 

. On April 17, 2019, a lawsuit was filed by Dupree Productions, LLC against uBid Holdings, Inc. and Ketan Thakker (Case No. L2019000436) in the Circuit Court of DuPage County, Illinois, alleging that a Partial Equity Payment Agreement dated August 1, 2016, which was intended to compensate services in the amount of $60,000 in return for shares of uBid common stock, was inadequate to compensate for the alleged higher value of advertising and endorsement services of approximately $195,000. The case was dismissed on the basis that there was a binding arbitration clause in the Partial Equity Payment Agreement and is now in arbitration in Chicago, Illinois. On February 3, 2021, the arbitrator awarded DuPree Productions $195,000, including $24,000 in attorneys’ fees, which is included in accrued expenses in the consolidated balance sheets as of December 31, 2021 and 2020. The Company has filed an appeal of the arbitrator’s award. On January 28, 2022, a final settlement of $150,000 was reached, which is scheduled to be paid on April 28, 2022.

 

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

 

Market Information

 

Our common stock is quoted on the OTCQB under the trading symbol “RSTN.” Quotations on the OTCQB reflect inter-dealer prices, without retail mark-up, mark-down commission, and may not represent actual transactions. On March 25, 2022, the last reported sale price of our common stock was $0.80 per share.

 

The following table sets forth the high and low bid closing prices for our common stock for the periods indicated, as reported by the OTC Pink. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission.

 

Period  High   Low 
Year Ending December 31, 2021
October 1, 2021 through December 31, 2021		  $1.75   $0.39 
July 1, 2021 through September 30, 2021   $2.72   $1.75 
April 1, 2021 through June 30, 2021  $3.70   $1.93 
January 1, 2021 through March 31, 2021  $4.50   $3.80 
           
Year Ending December 31, 2020          
October 31, 2020 through December 31, 2020  $1.15   $0.45 
July 1, 2020 through September 30, 2020  $1.00   $0.56 
April 1, 2020 through June 30, 2020  $1.90   $0.33 
January 1, 2020 through March 31, 2020  $2.53   $0.40 

 

Holders

 

As of March 21, 2022, there were 1,068 record holders of an aggregate of 13,800,861 shares of our common stock issued and outstanding.

 

Dividends

 

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company’s business.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The following table provides information about the common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of December 31, 2021.

 

45

 

 

   Number of Securities to be issued upon exercise of vested Options, Warrants and Rights   Weighted Average Exercise Price of Outstanding Options, Warrants and Rights   Number of Securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) 
Plan            
Category  (a)   (b)   (c) 
Equity Compensation Plans (1)               
Approved by Security Holders 2019 Plan   684,004   $1.66    39,315,996 
Total       $      

 

(1) The only equity compensation plan approved by security holders is our 2019 Stock Incentive Plan.

 

Item 10. Recent Sales of Unregistered Securities.

 

Set forth below is information regarding shares of common stock issued, and options granted, by us during the last three years that were not registered under the Securities Act. Also included is the consideration, if any, received by us, for such shares and options and information relating to the Securities Act, or rule of the SEC, under which exemption from registration was claimed.

 

Since December 31, 2018, we have issued the following unregistered securities:

 

Common Stock

 

During the twelve months ended December 31, 2020, the Company received proceeds of $1,102,700, from the sale of 1,102,700 shares of common stock at a price of $1.00 per share.

 

Issuance of Common Stock for Note Payable Extension

 

On April 29, 2021, the Company issued 3,000 shares of common stock valued at $7,500 to a noteholder as an extension fee.

 

Issuance of Common Stock for Services

 

During the twelve months ended December 31, 2019, the Company issued 188,896 shares of common stock with an aggregate value of $1,046,716 to consultants for services rendered.

 

During the twelve months ended December 31, 2020, the Company issued 1,836,778 shares of common stock with an aggregate value of $1,300,335 to consultants for services rendered.

 

During the twelve months ended December 31, 2021, the Company issued 854,365 shares of common stock with an aggregate value of $1,957,837 to consultants for services rendered.

 

Issuance of Common Stock in Restaurant.com, Inc. Transaction

 

On March 1, 2020, the Company issued 363,889 shares of common stock valued at $3,275,000 as partial consideration paid in the Restaurant.com, Inc. transaction.

 

46

 

 

Issuance of Common Stock in SkyAuction.com, Inc. Transaction

 

On July 1, 2020, the Company issued 333,333 shares of common stock valued at $2,500,000 for conversion of Note Payable in the SkyAuction.com.com, Inc. transaction.

 

Issuance of Common Stock for Settlement of Convertible Debt Assumed in Incumaker, Inc. Transaction

 

During the twelve months ended December 31, 2019, the Company issued 85,904 shares of its common stock upon conversion of convertible notes payable assumed in the Incumaker, Inc. transaction, and accrued interest payable, of $132,750.

 

During the twelve months ended December 31, 2020, the Company issued 1,651,820 shares of its common stock upon conversion of convertible notes payable assumed in the Incumaker, Inc. transaction, and accrued interest payable, of $257,169.

 

Issuance of Common Stock for Settlement of Convertible Notes

 

During the twelve months ended December 31, 2020, the Company issued 1,805,541 shares of common stock upon conversion of convertible notes payable, and accrued interest payable, of $1,805,541.

 

Option Issuances

 

In April 2019, we granted to our consultants and other service providers options to purchase an aggregate of 20,000 shares of our common stock under our equity compensation plan.

 

In August 2020, we granted to our consultants and other service providers options to purchase an aggregate of 160,000 shares of our common stock under our equity compensation plan.

 

In December 2020, we granted to our employees options to purchase an aggregate of 32,000 shares of our common stock under our equity compensation plan.

 

For the twelve months ended December 31, 2021, we granted to our consultants and other service providers options to purchase an aggregate of 150,000 shares of our common stock under our equity compensation plan.

 

On February 28, 2022, we granted to Balazs Wallisch options to purchase an aggregate of 160,000 shares of our common stock under our equity compensation plan.

 

Securities Issued in Connection with Acquisitions

 

On February 28, 2022, we issued 600,000 restricted shares of our common stock to GameIQ shareholders.

 

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

 

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Item 11. Description of Registrant’s Securities to be Registered.

 

We are registering on this Form 10 only our common stock, the terms of which are described below.

 

Authorized Capital Stock

 

Our authorized capital stock consists of 750,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share. As of March 21, 2022, there were 13,800,861 shares of common stock issued and outstanding and no shares of Preferred Stock issued or outstanding.

 

Description of Common Stock

 

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of common stock that are present in person or represented by proxy. Except as otherwise provided by law, amendments to the articles of incorporation generally must be approved by a majority of the votes entitled to be cast by all outstanding shares of common stock. The amended and restated Articles of Incorporation do not provide for cumulative voting in the election of directors. The common stockholders will be entitled to such cash dividends as may be declared from time to time by the Board from funds available. Upon liquidation, dissolution or winding up of the Company, the common stockholders will be entitled to receive pro rata all assets available for distribution to such holders.

 

Description of Preferred Stock

 

We are authorized to issue up to 10,000,000 shares of preferred stock, par value $0.001 per share. No shares of preferred stock are issued or outstanding.

 

All shares of the designated and the undesignated preferred stock are issuable on such other terms and conditions as the Board may determine at or prior to issuance, without further action of the stockholders. Such preferred shares may or may not be: issued in series, convertible into shares of common stock, redeemable by the Company and entitled to cumulative dividends. Other terms and conditions may be imposed at the time of issuance. Should some or all of the outstanding or future issues of any convertible preferred stock be exchanged for shares of common stock, the resulting increase in the number of issued and outstanding common stock may or may not have a depressive effect on the market value of our common stock.

 

Unless specifically issued without such rights, the holders of preferred stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. Future issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede an acquisition or other business combination by including class voting rights that would enable the holder to block such a transaction or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of our common stock.

 

Although our Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of our shareholders, our Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the shareholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules. We have no present plans to issue any preferred stock.

 

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Options

 

The maximum number of shares of common stock that may be delivered pursuant to awards granted to eligible persons under the Company’s 2019 Incentive Plan may not exceed 40,000 shares of common stock, respectively, subject to certain adjustments. As of March 21, 2022, the Company has issued net options to purchase an aggregate of 684,004 shares of common stock under the 2019 Incentive Plan, at a weighted average exercise price of $1.66 per share.

 

Description of Existing Warrants

 

We issued to EROP Capital LLC (now EROP Enterprises LLC) a warrant dated April 24, 2019, to purchase 33,333 share of our common stock exercisable for three years from the date of the warrant at an exercise price of $9.00 per share.

 

Our transfer agent is Transhare Corporation, 17755 US Highway 19 N, Suite 140, Clearwater, FL 33764.

 

Blank Check Preferred Stock

 

The ability to authorize “blank check” preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our Company.

 

Item 12. Indemnification of Directors and Officers.

 

Delaware General Corporation Law (“DGCL”) Section 145 provide us with the power to indemnify any of our directors, officers, employees and agents. The person entitled to indemnification must have conducted himself in good faith, and must reasonably believe that his conduct was in, or not opposed to, our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe that his conduct was unlawful.

 

Under DGCL section 145, advances for expenses may be made by agreement if the director or officer affirms in writing that he has met the standards for indemnification and will personally repay the expenses if it is determined that such officer or director did not meet those standards.

 

Our bylaws include an indemnification provision under which we have the power to indemnify our directors, officers, former directors and officers, employees and other agents (including heirs and personal representatives) against all costs, charges and expenses actually and reasonably incurred, including an amount paid to settle an action or satisfy a judgment to which a director or officer is made a party by reason of being or having been a director or officer of the Company. Our bylaws further provide for the advancement of all expenses incurred in connection with a proceeding upon receipt of an undertaking by or on behalf of such person to repay such amounts if it is determined that the party is not entitled to be indemnified under our bylaws. No advance will be made by the Company to a party if it is determined that the party acting in bad faith. These indemnification rights are contractual, and as such will continue as to a person who has ceased to be a director, officer, employee or other agent, and will inure to the benefit of the heirs, executors and administrators of such a person.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

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Our seconded amended and restated bylaws at Article IX, provide that the Corporation has accepted a provision indemnifying to the full extent permitted by the law, thereby eliminating or limiting the personal liability of directors, officers, employees or corporate agents for damages for breach of fiduciary duty as a director or officer, but such provision must not eliminate or limit the liability of a director or officer for (a) acts or omissions involving willful misconduct, gross negligence, fraud, or knowing violation of law; or (b) the payments of distributions in violation of Delaware General Corporation Law.

 

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO OUR DIRECTORS, OFFICERS AND CONTROLLING PERSONS PURSUANT TO THE FORGOING PROVISIONS OR OTHERWISE, WE HAVE BEEN ADVISED THAT, IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THAT ACT AND IS, THEREFORE, UNENFORCEABLE.

 

Item 13. Financial Statements and Supplementary Data.

 

The information required by this item may be found beginning on page F-1 of this Form 10.

 

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 15. Financial Statements and Exhibits.

 

(a) Financial Statements filed as part of this Form 10:

 

Report of Independent Registered Public Accounting Firm for RDE, Inc. F-1
Consolidated Balance Sheets - December 31, 2021 and 2020 F-2
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 F-3
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020 F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020 F-5
Notes to Consolidated Financial Statements F-6- F-22

 

(b) Exhibits.

 

See the Exhibit Index attached hereto which is incorporated by reference.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

RDE, Inc.

Norcross, Georgia

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of RDE, Inc. and subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ deficiency and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021 and 2020, and the results of its consolidated operations and its consolidated cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring operating losses and negative operating cash flows since inception and has a stockholders’ deficiency at December 31, 2021. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the consolidated financial statements. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Company’s auditor since 2017.

 

/s/ Weinberg & Company, P.A.

 

Los Angeles, California

April 8, 2022

 

F-1

 

 

RDE, INC. AND SUBSIDIARY

 

CONSOLIDATED BALANCE SHEETS

 

   December 31, 
   2021   2020 
         
ASSETS          
Current assets:          
Cash  $1,930,325   $600,576 
Accounts receivable   118,100    297,407 
Deposits with credit card processor   87,237    87,237 
Prepaid expenses and other current assets   153,374    118,196 
Total current assets   2,289,036    1,103,416 
           
Operating lease right of use asset, net   219,739    332,615 
Goodwill   -    334,000 
Intangible assets, net   -    860,030 
Total assets  $2,508,775   $2,630,061 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY          
Current liabilities:          
Accounts payable  $976,605   $976,845 
Accrued expenses   627,623    453,595 
Accrued payroll and advances – related party   -.    78,000 
Deferred revenue   230,405    - 
Acquisition obligation   77,092    118,006 
Government assistance notes payable, current portion   11,115    - 
Operating lease liability, current portion   110,499    100,856 
Convertible notes payable   -    400,000 
Convertible debt assumed upon reverse merger, including accrued interest of $11,537 and $11,137 at December 31, 2021 and 2020, respectively   31,537    31,137 
Bridge notes payable, including accrued interest of $25,624 at December 31, 2020   -.    328,771 
Total current liabilities   2,064,876    2,487,210 
           
Operating lease liability, net of current portion   111,597    222,095 
Acquisition note payable, including accrued interest of $162,300 and $73,973 at December 31, 2021 and 2020, respectively   1,662,300    1,573,973 
Government assistance notes payable, including accrued interest of $25,321 and $9,942 at December 31, 2021 and 2020, respectively, net of current portion   1,689,741    952,142 
Total liabilities   5,528,514    5,235,420 
           
Commitments and Contingencies          
           
Stockholders’ deficiency:          
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; none issued and outstanding   -    - 
Common stock, $0.001 par value, 750,000,000 shares authorized; 12,879,428 and 11,217,324 shares issued and outstanding at December 31, 2021 and 2020, respectively   12,880    11,218 
Additional paid-in-capital   56,875,273    52,300,092 
Common stock issuable, 383,343 shares   383,343    383,343 
Accumulated deficit   (60,291,235)   (55,300,012)
Total stockholders’ deficiency   (3,019,739)   (2,605,359)
           
Total liabilities and stockholders’ deficiency  $2,508,775   $2,630,061 

 

See accompanying notes to consolidated financial statements.

 

F-2

 

 

RDE, INC. AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   Years ended December 31, 
   2021   2020 
         
Revenues  $3,323,509   $2,644,556 
           
Operating expenses:          
Costs of revenues   394,023    436,715 
Selling, general and administrative expenses   7,243,151    6,172,390 
Amortization of intangible assets   624,000    720,000 
Write-off of impaired intangible assets   570,030    - 
Total operating expenses   8,831,204    7,329,105 
           
Loss from operations   (5,507,695)   (4,684,548)
           
Other (income) expense:          
Interest expense   124,293    519,096 
Amortization of debt discount   -    401,177 
Financing costs   7,500    163,528 
Gain on extinguishment of derivative liability   -    (1,164,802)
Legal settlements   -    219,000 
Gain from forgiveness of government assistance note payable   (648,265)   (10,000)
Loss on extinguishment of debt   -    1,858,395 
Total other (income) expense, net   (516,472)   1,986,394 
           
Loss from continuing operations   (4,991,223)   (6,670,942)
Gain on sale of discontinued operation   -    2,895,283 
Net loss  $(4,991,223)  $(3,775,659)
           
Net loss per common share – basic and diluted:          
Loss from continuing operations  $(0.41)  $(1.08)
Gain on sale of discontinued operation   -    0.47 
Net loss  $(0.41)  $(0.61)
           
Weighted average common shares outstanding – basic and diluted   12,277,922    6,183,047 

 

See accompanying notes to consolidated financial statements.

 

F-3

 

 

RDE, INC. AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

 

Years Ended December 31, 2021 and 2020

 

   Common Stock   Common Stock Issuable   Additional Paid-In   Accumulated   Total Stockholders’ 
   Shares   Par Value   Shares   Amount  

Capital

   Deficit   Deficiency 
                             
Balance, December 31, 2019   3,012,712   $3,013    -   $-   $43,695,274   $(51,524,353)  $(7,826,066)
Fractional share adjustment from reverse split   (69,410)   (69)   -    -    69    -    - 
Issuance of common stock in private placement   1,102,700    1,103    -    -    1,101,597    -    1,102,700 
Issuance of common stock in public placement   50,000    50    -    -    149,950    -    150,000 
Issuance of common stock for acquisition of Restaurant.com   363,889    364    -    -    483,608    -    483,972 
Issuance of common stock for sale of discontinued operations   59,990    60    273,343    273,343    59,930    -    333,333 
Issuance of common stock for conversion of convertible notes assumed on reverser merger   1,528,107    1,528    -    -    1,825,538    -    1,827,066 
Issuance of common stock for conversion of convertible notes   1,805,539    1,806    110,000    110,000    2,091,353    -    2,203,159 
Issuance of common stock for services   1,087,297    1,087    -    -    1,012,799    -    1,013,886 
Issuance of common stock for directors and employees   1,340,000    1,340    -    -    1,194,460    -    1,195,800 
Issuance of common stock for accrued payroll and advances to a related party   936,500    936    -    -    654,514    -    655,450 
Fair value of vested stock options   -    -    -    -    31,000    -    31,000 
Net loss for period   -    -    -    -    -    (3,775,659)   (3,775,659)
Balance, December 31, 2020   11,217,324    11,218    383,343    383,343    52,300,092    (55,300,012)   (2,605,359)
Proceeds from issuance of common stock in offering, net of offering costs of $21,686   805,346    805    -    -    1,957,661    -    1,958,466 
Issuance of common stock for note payable extension   3,000    3    -    -    7,497    -    7,500 
Issuance of common stock for legal settlement   8,000    8    -    -    8,992    -    9,000 
Issuance of common stock for services   845,758    846    -    -    2,163,154    -    2,164,000 
Fair value of vested stock options   -    -    -    -    437,877    -    437,877 
Net loss for period   -    -    -    -    -    (4,991,223)   (4,991,223)
Balance, December 31, 2021   12,879,428   $12,880    383,343   $383,343   $56,875,273   $(60,291,235)  $(3,019,739)

 

See accompanying notes to consolidated financial statements.

 

F-4

 

 

RDE, INC. AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Years ended December 31, 
   2021   2020 
         
Cash flows from operating activities:          
Net loss  $(4,991,223)  $(3,775,659)
Gain from discontinued operation   -    2,895,283 
Net loss from continuing operations   (4,991,223)   (6,670,942)
Adjustments to reconcile net loss to net cash used in operating activities:          
Amortization of intangible assets   624,000    720,000 
Write-off of impaired intangible assets   570,030    - 
Financing costs   7,500    165,147 
Gain from forgiveness of government assistance note payable   (648,265)   - 
Loss on extinguishment of debt   -    1,858,395 
Gain on extinguishment of derivative liability   -    (1,164,802)
Issuance of common stock for services   2,164,000    1,013,886 
Issuance of common stock for services to directors and employees   -    1,195,800 
Fair value of vested stock options   437,877    31,000 
Amortization of debt discount   -    401,177 
Amortization of operating lease right of use assets   112,876    62,044 
Changes in operating assets and liabilities:          
(Increase) decrease in -          
Accounts receivable   179,307    (58,327)
Deposits with credit card processor   -    52,969 
Prepaid expenses and other current assets   (35,178)   16,767 
Increase (decrease) in -          
Accounts payable   (240)   770,882 
Accrued expenses   183,028    352,055 
Accrued payroll and advances – related party   (78,000)   102,700 
Accrued interest payable   84,547    399,712 
Deferred revenue   230,405    - 
Operating lease liability   (100,855)   (41,797)
Net cash used in operating activities   (1,260,191)   (793,334)
           
Cash flows from financing activities:          
Repayment of bridge note payable   (303,147)   (90,000)
Repayment of convertible notes payable   (400,000)   (549,734)
Repayment of convertible notes payable assumed on reverse merger   -    (19,980)
Payment of acquisition obligation   (40,914)   (321,718)
Proceeds from notes payable - government assistance loans   1,375,535    942,200 
Proceeds from private placement of common stock   -    1,102,700 
Proceeds from issuance of common stock in offering, net of offering costs   1,958,466    150,000 
Net cash provided by financing activities   2,589,940    1,213,468 
           
Net increase in cash:   1,329,749    420,134 
Balance at beginning of period   600,576    180,442 
Balance at end of period  $1,930,325   $600,576 
           
Supplemental disclosures of cash flow information:          
Interest paid  $39,746   $117,361 
Taxes paid  $-   $- 
           
Non-cash investing and financing activities:          
Operating lease right of use asset and related lease liability  $-   $257,909 
Issuance of common stock as payment for accrued salary  $-   $655,450 
Issuance of common stock for conversion of notes payable  $-   $4,030,225 
Issuance of common stock for sale of discontinued operation  $-   $333,333 
Assets acquired from acquisition of Restaurant.com  $-   $509,666 
Goodwill and intangible assets acquired from acquisition of Restaurant.com  $-   $1,914,030 
Fair value of common stock issued for acquisition of Restaurant.com  $-   $483,972 
Notes payable issued from acquisition of Restaurant.com  $-   $1,500,000 
Acquisition obligation from acquisition of Restaurant.com  $-   $439,724 

 

See accompanying notes to consolidated financial statements.

 

F-5

 

 

RDE, INC. AND SUBSIDIARY

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Years Ended December 31, 2021 and 2020

 

1. Organization and Basis of Presentation

 

On March 1, 2020, RDE, Inc. (“RDE”) (formerly known as uBid Holdings, Inc.), a Delaware corporation, including its wholly-owned Delaware operating subsidiary, Restaurant.com, Inc. (collectively, the “Company”), completed an asset purchase agreement with Restaurant.com, Inc., an unrelated Delaware corporation, which was an entity engaged in the business of online marketing for participating restaurants throughout the United States (see Note 3). Accordingly, commencing March 1, 2020, the Company, through Restaurant.com, Inc., has been in the business of connecting digital consumers, businesses and communities with dining and merchant deal options throughout the United States. Unless the context indicates otherwise, “Restaurant.com” refers to the Company’s wholly-owned Delaware operating subsidiary.

 

On September 25, 2020, the Company changed its name from uBid Holdings, Inc. to RDE, Inc. and the Company’s trading symbol was changed from UBID to RSTN to reflect the Company’s new name and new focus on the Restaurant.com business.

 

Discontinued Operations

 

On November 12, 2018, the Company entered into a merger transaction with SkyAuctions Inc. (“SkyAuctions”) pursuant to which all of the shareholders of SkyAuctions exchanged their shares of common stock of SkyAuctions for 1,102,422 shares of the Company’s common stock and a three-year secured promissory note for $2,500,000 with interest at 3% per annum.

 

On July 1, 2020, the Company entered into a Consent and Agreement to Stock Sale Agreement and Mutual Release Agreement to relinquish control of SkyAuctions, the result of which was the Company effectively disposed of SkyAuctions as of such date and the secured promissory note payable of $2,500,000 and accrued interest payable of $179,483 were extinguished (see Note 3).

 

Comparative financial information presented for the year ended December 31, 2020 has been reclassified to present SkyAuctions as a discontinued operation.

 

Going Concern

 

During the year ended December 31, 2021, the Company incurred a net loss of $4,991,223, utilized cash in operations of $1,260,191, and had a stockholders’ deficiency of $3,019,739 as of December 31, 2021. At December 31, 2021, the Company had cash of $1,930,325 and working capital of $224,160 available to fund its operations, including expansion plans, and to service its debt.

 

The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced operating losses and negative operating cash flows during 2020 and 2021. The Company has financed its working capital requirements through borrowings from various sources and the sale of its equity securities.

 

The Company’s operations have been significantly and negatively impacted by the COVID-19 pandemic. Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. The Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic and during the subsequent economic recovery, which could be for an extended period of time.

 

F-6

 

 

As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund its business activities and to ultimately achieve sustainable operating revenues and profitability.

 

As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations. There is also significant uncertainty as to the effect that the coronavirus may have on the Company’s business plans and the amount and type of financing available to the Company in the future.

 

If the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue its operations entirely.

 

Reverse Stock Split

 

On April 20, 2020, the Company effected a 1-for-150 reverse split of its outstanding shares of common stock. No fractional shares were issued in connection with the reverse stock split, with any fractional shares being rounded up to the nearest whole share.

 

All share and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split for all periods presented.

 

Reclassifications

 

Certain prior year amounts, consisting primarily of accrued interest payable relating to notes payable, have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations, total stockholders’ deficiency or cash flows from operations.

 

2. Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of the Company’s wholly-owned operating subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, impairment of goodwill and finite-lived intangible assets, and the realization of deferred tax assets.

 

Stock-Based Compensation

 

The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period.

 

The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.

 

F-7

 

 

Fair Value of Financial Instruments

 

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties.

 

The three levels of the fair value hierarchy are as follows:

 

Level 1

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

   
Level 2

Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

   
Level 3 Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments.

 

Acquisitions and Business Combinations

 

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations.

 

Goodwill

 

The Company reviews the recoverability of the carrying value of goodwill at least annually at fiscal year-end, or whenever events or circumstances indicate a potential impairment. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. Goodwill was recorded as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of goodwill and determined that it had been impaired, which resulted in a charge to operations of $334,000 at such date.

 

F-8

 

 

Intangible Assets with Finite Useful Lives

 

The Company had certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consisted of intellectual property, customer relationships, and capitalized software development costs. Intangible assets with finite useful lives were being amortized using an accelerated method over their respective estimated useful lives.

 

The Company review’s all finite-lived intangible assets for impairment at least annually at fiscal year-end, or whenever events or circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. The intangible assets were recorded as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of finite-lived intangible assets and determined that they had been impaired, which resulted in a charge to operations of $236,030 at such date.

 

Revenue Recognition

 

Revenue is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process:

 

  (1) identification of the agreement with a customer;
  (2) identification of the performance obligations in the agreement;
  (3) determination of the transaction price;
  (4) allocation of the transaction price to the performance obligations in the agreement; and,
  (5) recognition of revenue when or as a performance obligation is satisfied.

 

The Company operates online websites that sell discounted restaurant coupons, travel and vacation packages, and other merchandise across a wide range of product categories, including, but not limited to, computer products, consumer electronics, apparel, housewares, watches, jewelry, travel, sporting goods, automobiles, home improvement products, and collectibles. In addition, the Company also generates revenues based upon the number of times a third-party website(s) or products(s) are accessed or viewed by consumers from the Company’s website or platform.

 

Sale of Restaurant Coupons

 

The Company derives its revenue from transactions in which it sells discount certificates for restaurants on behalf of third-party restaurants. Approximately 9 to 13 days each month the Company emails its customers offers for restaurant discounts based on location and personal preferences. Consumers also access deals offered by the Company directly through the Company’s websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. The Company recognizes revenue on a gross basis upon sale and collection of the restaurant coupons from customers. The Company has no further commitment or obligation to third-party restaurants or the coupon purchasers upon the sale of restaurant coupons and no amounts are due to the third-party restaurants for these sales. Sale of restaurant coupons are generally non-refundable. On an infrequent case-by-case basis, the Company will accept customer’s request to transfer a restaurant coupon from one third-party restaurant to another (for example, upon the closure of a restaurant).

 

Sale of Travel, Vacation and Merchandise

 

The Company also derives revenue from transactions in which it sells complementary entertainment and travel offerings and consumer products on behalf of third-party merchants. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from the Company and redeem them with the Company’s merchant partners. Approximately 9 to 13 days each month the Company emails its customers offers for discounted experiences and products based on location and personal preferences. Consumers also access the Company’s deals directly through the Company’s websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of the Company’s websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by the Company to its partners.

 

Advertising Revenues

 

The Company also has agreements with selected third-party partners, such as Google Ads, wherein third-party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website. The Company generates revenues based upon the number of times the third-party website(s) or product(s) are accessed or viewed by consumers from the Company’s platform or website. Revenue is recognized when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners.

 

F-9

 

 

For the years ended December 31, 2021 and 2020, disaggregated revenue by the Company’s divisions and type of revenue is presented below.

 

Sales Channels  Restaurant Coupons  

Sale of

Travel,

Vacation

and Merchandise

   Advertising   Total 
                 
Year Ended December 31, 2021                    
Business to consumer (B2C)  $867,465   $375,261   $182,503   $1,425,229 
Business to business (B2B)   1,861,795    -    -    1,861,795 
Other   36,485    -    -    36,485 
Total  $2,765,745   $375,261   $182,503   $3,323,509 
                     
Year Ended December 31, 2020                    
Business to consumer (B2C)  $963,171   $364,549   $141,441   $1,469,161 
Business to business (B2B)   1,174,321    -    -    1,174,321 
Other   1,074    -    -    1,074 
Total  $2,138,566   $364,549   $141,441   $2,644,556 

 

Costs of Revenues

 

Costs of revenues represents the costs incurred to generate Restaurant.com revenues and consists primarily of transaction fees and costs.

 

Advertising Costs

 

The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the years ended December 31, 2021 and 2020, advertising costs were $601,941 and $565,190, respectively.

 

Accounts Receivable

 

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts to reflect the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable as a result of the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates with respect to their collectability are recorded. The remaining accounts receivable balances are then grouped into categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. There was no allowance for doubtful accounts recognized as of December 31, 2021 and 2020.

 

Earnings (Loss) Per Share

 

Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

 

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive.

 

F-10

 

 

At December 31, 2021 and 2020, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

 

   December 31, 
   2021   2020 
         
Convertible notes payable   19,286    19,286 
Common stock issuable   383,343    383,343 
Common stock warrants   20,667    54,000 
Common stock options   187,116    37,116 
Total   610,412    493,745 

 

The issuable and potentially issuable shares as summarized above do not include any shares that may be issuable upon the conversion of an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023 (see Note 9), as such promissory note is convertible at the option of the Company into common shares at a price to be determined on the date of conversion. These potentially issuable common shares would have been anti-dilutive because the Company had a net loss for the years ended December 31, 2021 and 2020, and thus such shares would have been excluded from the calculation of net loss per share.

 

Income Taxes

 

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

 

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

 

As the Company’s net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2021 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

 

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2021, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

 

The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings.

 

Cash

 

The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”). The Company may periodically have cash balances in financial institutions in excess of FDIC insurance limits of $250,000. The Company has not experienced any losses to date resulting from this practice.

 

F-11

 

 

Operating Segments

 

Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments.

 

In reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments. The Company then evaluated each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.

 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, which may result in the earlier recognition of allowance for losses. ASU 2016-13 is effective beginning January 1, 2023 and early adoption is permitted. The adoption of ASU 2016-13 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of ASU 2019-12 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

F-12

 

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination as if it had originated the contracts. This is a shift from existing guidance, which required the acquirer to recognize contract assets and contract liabilities at their fair value as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the guidance provided by ASU 2021-08 prospectively to business combinations occurring on or after January 1, 2023. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts the guidance in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The adoption of ASU 2021-08 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosure.

 

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

 

3. Acquisitions and Dispositions

 

Restaurant.com, Inc. Transaction

 

On March 1, 2020, the Company completed an asset purchase agreement with Restaurant.com, Inc., an unrelated Delaware corporation, which was an entity engaged in the business of online marketing for participating restaurants throughout the United States. The Company acquired certain tangible and intangible assets of Restaurant.com, Inc. and agreed to pay $439,724 in cash within 90 days of the date of the asset purchase agreement. The Company also issued an unsecured three-year promissory note for $1,500,000 bearing interest at 6% per annum, convertible at the option of the Company into common shares at a price to be determined on the date of conversion, and issued 363,889 shares of the Company’s common stock valued at $1.33 per share, reflecting an aggregate fair value of $483,972. The total purchase consideration was $2,423,696. The transaction has been accounted for as the purchase of a business.

 

The Company accounted for the transaction as a business combination using the purchase method of accounting, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determined the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. The key factors that contributed to the recognition of goodwill from Restaurant.com, Inc. transaction consisted of the opportunity to consolidate and complement existing content operations, trained workforce, proprietary software and operating platform, and the opportunity to generate future synergies with the Company’s existing business. Goodwill is not being amortized but will be tested annually for impairment at fiscal year-end.

 

The allocation of the purchase price was completed on December 31, 2020 through the assistance of a valuation specialist. The following table summarizes the assets acquired, liabilities assumed and purchase price allocation:

 

   Fair Value 
     
Consideration paid:     
Cash obligation  $439,724 
Note payable   1,500,000 
Common stock (363,889 shares of common stock valued at $1.33 per share)   483,972 
Total consideration paid  $2,423,696 
      
Purchase price allocation     
Acquired assets  $509,666 
Goodwill   334,000 
Intangible assets   1,580,030 
Total purchase price  $2,423,696 

 

The Company estimated that the recorded intangible assets, excluding brand name (which is considered an indefinite life asset), totaled $1,440,000, and have a two-year estimated life and are subject to amortization.

 

F-13

 

 

The following table summarizes the intangible assets acquired, as of December 31, 2020, all of which were fully amortized and/or written-off as impaired as of December 31, 2021.

 

   Assigned Life   December 31,
2020		 
         
Customer relationships   24 months    $590,000 
Restaurant relationships   24 months     470,000 
Developed technology   24 months     380,000 
Brand name   Indefinite     140,030 
         1,580,030 
Accumulated amortization        (720,000)
Intangible assets, net       $860,030 

 

During the years ended December 31, 2021 and 2020, the Company recorded amortization expense of $624,000 and $720,000, respectively. There is no amortization to be recorded in future periods.

 

As of December 31, 2021, management determined there was an of impairment of its intangible assets and charged its operations $570,030 for the write off of intangible assets.

 

The following unaudited information for the year ended December 31, 2020 reflects the Company’s pro forma consolidated results of operations after giving effect to the Restaurant.com, Inc. transaction on March 1, 2020, as if it had occurred on January 1, 2020, based on the historical financial statements of the Company and Restaurant.com, Inc.:

 

Revenues  $4,081,000 
Net loss  $(3,328,000)
Net loss per share - basic and diluted  $(0.53)
Weighted average common shares outstanding – basic and diluted   6,243,695 

 

Acquisition and Disposition of SkyAuctions Inc.

 

On November 12, 2018, the Company entered into a merger transaction with SkyAuctions Inc. (“SkyAuctions”) pursuant to which all of the shareholders of SkyAuctions exchanged their shares of common stock of SkyAuctions for 1,102,422 shares of the Company’s common stock and a three-year secured promissory note for $2,500,000 with interest at 3% per annum.

 

Based upon the operations of SkyAuctions, as well as a number of factors, including the condition of the industry in which it operates, management concluded that it was not possible to determine reasonable and objectively supportable projections and estimates to complete and finalize the purchase price allocation associated with the SkyAuctions acquisition. Additionally, management concluded that as of December 31, 2019, it was no longer possible to determine a reasonable and objectively supportable fair value for the goodwill and identifiable intangible assets associated with the SkyAuctions acquisition.

 

On July 1, 2020, the Company relinquished control of SkyAuctions to Michael Hering and entered into a Consent and Agreement to Stock Sale Agreement and Mutual Release Agreement, a Sales Marketing Agreement and a Consulting Agreement with each of Michael Hering and Salvatore Esposito, the founders of SkyAuctions Inc. Under the terms of the Stock Sale Agreement, (i) the Company sold the 1,000 issued and outstanding shares of common stock of SkyAuctions, which the Company owned, to Sky Auction Acquisition, LLC., a company controlled by Michael Hering, (ii) converted the past due principal amount of the promissory note issued to SkyAuctions in connection with its acquisition on November 12, 2018 of $2,500,000, net of the unamortized debt discount of $232,540, into 333,333 shares of the Company’s common stock with a fair value of $333,333 (including 273,343 common shares issuable at December 31, 2021 and 2020) at a price of $1.00 per share; and (iii) the accrued and unpaid interest totaling $179,483 under the $2,500,000 promissory note was forgiven. The aforementioned transactions resulted in the settlement of the outstanding debt aggregating $2,446,943. In addition, under the terms of the Stock Sale Agreement, the Merger Agreement and Guaranty and Security Agreement were cancelled, Michael Hering relinquished his observation rights to attend meetings of the Company’s Board of Directors and Mr. Hering and Mr. Esposito resigned as officers of the Company.

 

During the year ended December 31, 2020, SkyAuctions had a nominal operating loss. On July 1, 2020, as a result of the disposition of the SkyAuctions, the Company recorded a gain of $2,895,283 to account for the gain on extinguishment of the promissory note payable and accrued interest of $2,446,943, extinguishment of the liabilities of $1,046,845, reduced by disposal of assets of $265,172, and the issuance of 333,333 shares of common stock with a fair value of $333,333.

 

F-14

 

 

4. Deposit with Credit Card Processor

 

The Company utilizes a third-party processor to serve as an end-to-end processor of credit and debit card and automated clearing house (“ACH”) payment transactions that focuses on processing omni-channel (internet, mobile, and point-of-sale) transactions and recurring billings for traditional retailers, government and utility, and service providers. The Company was required to place a security deposit in order to secure the third-party services. The security deposit does not bear interest and is refundable upon termination of the agreement. The outstanding security deposit was $87,237 as of December 31, 2021 and 2020.

 

5. Right-of-Use Assets and Operating Lease Liabilities

 

The Company leases certain corporate office spaces under an operating lease agreement. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in the Company’s consolidated balance sheets.

 

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

 

In September 2020, Restaurant.com signed a lease for its office located in Arlington Heights, Illinois. The lease has a term of 36 months and an average base rent of approximately $7,600 per month. The Company recorded a right-of-use asset and lease liability of $257,909 based upon the present value of all lease payments and a corresponding lease liability of $257,909.

 

Right-of-use asset activity consisted of the following during the years ended December 31, 2021 and 2020:

 

   Years Ended December 31, 
   2021   2020 
         
Balance, beginning of period  $332,615   $136,750 
Additions   -    257,909 
Amortization   (112,876)   (62,044)
Balance, end of period  $219,739   $332,615 

 

Liabilities under operating lease obligations activity consisted of the following during the years ended December 31, 2021 and 2020:

 

   Years Ended December 31, 
   2021   2020 
         
Balance, beginning of period  $322,951   $106,839 
Additions   -    257,909 
Lease payments   (100,855)   (41,797)
Balance, end of period   222,096    322,951 
Less current portion   (110,499)   (100,856)
Non-current portion  $111,597   $222,095 

 

F-15

 

 

Maturities of the Company’s operating lease liabilities are as follows as of December 31, 2021:

 

Year Ending December 31:    
2022  $110,499 
2023   89,000 
2024   24,000 
2025   - 
Total lease payments   223,499 
Less: Imputed interest   (1,403)
Total operating lease liability  $222,096 

 

6. Convertible Debt Assumed in 2018 Acquisition

 

On November 5, 2018, the Company completed a merger agreement dated October 23, 2018 with Incumaker, Inc., whereby all of the shareholders of the Company exchanged their shares of common stock in exchange for shares of Incumaker, Inc. common stock. The merger was treated as a reverse merger and recapitalization of the Company for financial accounting purposes. In conjunction with the merger agreement with Incumaker, Inc., the Company assumed certain outstanding convertible notes payable. The notes payable had interest rates ranging from 8% to 22% per annum and were convertible by the holder at the lesser of $0.07 per share or 70% of the lowest trading price of the Company’s common stock in the 5 days immediately prior to conversion. These conversion terms generated a derivative liability that was extinguished as described in Note 11. As of December 31, 2019, the outstanding principal balance of these convertible notes payable totaled $224,820 and related accrued interest payable was $54,547.

 

On May 29, 2020, notes payable with a principal balance of $184,820 and accrued interest payable of $79,376, or a total of $264,196, were converted into 1,528,107 shares of the Company’s common stock. As the common shares issued had a fair market value of $1,827,066, which was in excess of the principal balance and accrued interest payable converted, the Company recorded the difference of $1,562,870 as a loss on extinguishment of debt in the consolidated statements of operations.

 

At December 31, 2021 and 2020, the remaining convertible debt assumed in the transaction had a principal balance outstanding of $20,000, and accrued interest payable of $11,537 and $11,137, respectively. During the years ended December 31, 2021 and 2020, related interest expense was $400 and $3,000, respectively. As of December 31, 2021, convertible debt assumed in the transaction, including accrued interest payable, was convertible into 19,286 shares of the Company’s common stock.

 

7. Convertible Notes Payable

 

During the year ended December 31, 2019, the Company issued unsecured convertible notes payable as part of its financing activities. The notes payable had interest rates ranging from 8% to 10% per annum, maturity dates of one year after issuance, and were convertible into shares of common stock at a conversion price of $1.00 per share. As of December 31, 2019, the outstanding balances of these notes payable totaled $2,135,203 and related accrued interest payable was $314,136.

 

During the year ended December 31, 2020, convertible notes payable totaling $549,734 were paid in cash. In addition, certain noteholders converted outstanding notes payable aggregating $1,915,103, consisting of principal balances of $1,307,000 and related accrued interest payable of $608,103, into a total of 1,915,537 shares of common stock with a fair value of $2,223,962. The Company followed the general extinguishment model to record the conversion and settlement of the debt, which resulted in a loss on extinguishment of debt of $308,859 in order to account the difference between the total debt converted and fair value of the common shares issued. The Company also recorded $121,531 in penalty interest on certain outstanding convertible notes payable, which was added to the principal balance. At December 31, 2020, the convertible notes payable had a principal balance outstanding of $400,000.

 

During the year ended December 31, 2021, the Company paid the remaining principal balance of convertible notes payable of $400,000. As a result, as of December 31, 2021, there was no outstanding balance owing on the convertible notes payable.

 

F-16

 

 

8. Bridge Notes Payable

 

May 2018 Bridge Note

 

On November 17, 2020, the Company entered into a Settlement Agreement regarding its May 2018 Bridge Note of $250,000 pursuant to which the Company increased the principal balance by $43,147 to account for penalty interest on an outstanding bridge note payable, and also agreed to pay a total of $65,000 on execution of the Settlement Agreement, and $25,000 by December 15, 2020, January 15, 2021, February 15, 2021 and March 15, 2021, and then any remaining balance by March 31, 2021. During November and December 2020, the Company made principal payments aggregating $90,000, resulting in a balance payable of $203,147 at December 31, 2020. During the year ended December 31, 2021, the Company made the remaining principal payments of $203,147.

 

January 2019 Bridge Note

 

On January 18, 2019, the Company borrowed $100,000 pursuant to an unsecured promissory note, with interest at 6% per annum. The note matured and became due and payable on January 18, 2020. On April 29, 2021, the Company issued 3,000 shares of its common stock valued at $7,500 to the noteholder as an extension fee.

 

At December 31, 2020, the accrued interest payable was $25,624. During the years ended December 31, 2021 and 2020, interest expense was $11,835 and $10,740, respectively.

 

During the year ended December 31, 2021, the Company repaid the principal balance of $100,000 and all accrued interest payable.

 

9. Note Payable Issued in Restaurant.com, Inc. Transaction

 

Pursuant to the terms of the agreement with Restaurant.com, Inc. entered into on March 1, 2020, the Company executed an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023. The promissory note bears interest at a rate of 6% per annum and is convertible at the option of the Company into common shares at a price to be determined on the date of conversion.

 

At December 31, 2021 and 2020, the note payable had a principal balance outstanding of $1,500,000 and accrued interest payable of $162,300 and $73,973, respectively. During the years ended December 31, 2021 and 2020, interest expense was $88,327 and $73,973, respectively.

 

10. Government Assistance Notes Payable

 

Government assistance notes payable consisted of the following at December 31, 2021 and 2020:

 

  

December 31,

2021

  

December 31,

2020

 
         
Paycheck Protection Loan (1st draw)  $-   $642,200 
Paycheck Protection Loan (2nd draw)   1,025,535    - 
Economic Injury/Disaster Loan (uBid)   150,000    150,000 
Economic Injury/Disaster Loan (Restaurant.com)   500,000    150,000 
Total principal balance   1,675,535    942,200 
Accrued interest   25,321    9,942 
Total principal and accrued interest   1,700,856    952,142 
Less current portion   (11,115)   - 
Non-current portion  $1,689,741   $952,142 

 

Paycheck Protection Note Payable (1st Draw)

 

On April 16, 2020, the Company received loan proceeds in the amount of $642,200 pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020. The note payable was scheduled to mature in April 2022, bore interest at the rate of 1% per annum, and is subject to the terms and conditions applicable to loans administered by the Small Business Administration (“SBA”) under the CARES Act. The loan and accrued interest payable are forgivable provided the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

 

On April 11, 2021, the Company’s application for the forgiveness of the Paycheck Protection Loan (1st draw) of $648,265, including accrued interest payable of $6,065, was approved by the SBA. As of April 11, 2021, the Company recorded a gain from the debt forgiveness of $648,265.

 

Paycheck Protection Note Payable (2nd Draw)

 

On March 22, 2021, the Company received loan proceeds of $1,025,535 pursuant to the Paycheck Protection Program (2nd draw). The note payable was scheduled to mature in March 2026, bears interest at the rate of 1% per annum, and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The loan and accrued interest payable are forgivable provided the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

 

F-17

 

 

Economic Injury /Disaster Note Payable (Restaurant.com)

 

On June 17, 2020, Restaurant.com received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury/Disaster Loan Program. On July 14, 2021, the Company received an additional $350,000 of proceeds pursuant to the loan.

 

The loan bears interest at 3.75% per annum, with a combined repayment of principal and interest of $2,521 per month beginning 12 months from the date of the promissory note over a period of 30 years.

 

The Company also received an advance of $10,000 from the SBA. Although the SBA refers to this amount as an advance, it was written into law as a grant and as such the amount received through this program as an advance does not need to be repaid. Accordingly, the Company credited other income for the $10,000 advance during the year ended December 31, 2020.

 

Economic Injury /Disaster Note Payable (uBid)

 

On July 21, 2020, RDE (formerly known as uBid Holdings, Inc.) received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury/Disaster Loan Program.

 

The loan bears interest at 3.75% per annum, with a combined repayment of principal and interest of $731 per month beginning 12 months from the date of the promissory note over a period of 30 years.

 

At December 31, 2021 and 2020, the government assistance notes payable had accrued interest payable of $25,321 and $9,942, respectively. During the years ended December 31, 2021 and 2020, interest expense was $27,370 and $9,942, respectively.

 

11. Derivative Liability

 

During the year ended December 31, 2020, the Company recorded a gain of $1,164,802 upon the extinguishment of a derivative liability as a result of the conversion of certain convertible notes (see Note 6) and cancellation of warrants, leaving no remaining derivative liability at December 31, 2021 or 2020.

 

12. Accrued Officers Compensation

 

The Company executed an employment agreement in July 2013 with Ketan Thakker, its Chief Executive Office. This agreement provides Mr. Thakker with a salary of $200,000 per year. Total accrued compensation owed to Mr. Thakker was $0 and $78,000 at December 31, 2021 and 2020, respectively. During the year ended December 31, 2020, the Company issued 936,500 common shares with a fair value of $655,450 to Mr. Thakker as payment for accrued compensation of $655,450.

 

13. Stockholders’ Deficiency

 

Preferred Stock

 

The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2021 and 2020, there were no shares of preferred stock issued and outstanding.

 

Common Stock

 

The Company is authorized to issue a total of 750,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2021 and 2020, the Company had 12,879,428 shares and 11,217,234 shares, respectively, of common stock issued, issuable and outstanding.

 

Common Stock Transactions

 

Issuance of Common Stock in Public Offering

 

During the year ended December 31, 2021, the Company received proceeds of $1,958,466, net of offering costs of $21,686, from the sale of 805,346 shares of common stock at an average price of $2.46 per share.

 

During the year ended December 31, 2020, the Company received proceeds of $150,000 from the sale of 50,000 shares of common stock at an average price of $3.00 per share.

 

F-18

 

 

Issuance of Common Stock in Private Placement

 

During the year ended December 31, 2020, the Company received proceeds of $1,102,700 from the sale of 1,102,700 shares of common stock at an average price of $1.00 per share.

 

Issuance of Common Stock for Note Payable Extension

 

On April 29, 2021, the Company issued 3,000 shares of common stock valued at $7,500 to a noteholder as an extension fee.

 

Issuance of Common Stock for Services

 

During the year ended December 31, 2021, the Company issued 845,758 shares of common stock with an aggregate fair value of $2,164,000 to consultants for services rendered.

 

During the year December 31, 2020, the Company issued 1,087,297 shares of its common stock with an aggregate fair value of $1,013,886 to consultants for services rendered.

 

Issuance of Common Stock in Restaurant.com, Inc. Transaction

 

On March 1, 2020, the Company issued 363,889 shares of common stock valued at $483,972 valued at $1.33 per share as partial consideration paid in the Restaurant.com, Inc. transaction.

 

Issuance of Common Stock for Settlement of Convertible Debt Assumed in Incumaker, Inc. Transaction

 

During the year ended December 31, 2020, the Company issued 1,528,107 shares of its common stock upon conversion of convertible notes payable assumed in the Incumaker, Inc. transaction, and accrued interest payable, of $1,827,066.

 

Issuance of Common Stock for Settlement of Convertible Notes

 

During the year ended December 31, 2020, the Company issued 1,805,539 shares of common stock upon conversion of convertible notes payable, and accrued interest payable, of $2,203,159.

 

Issuance of Common Stock for Legal Settlement

 

During the year ended December 31, 2021, the Company issued 8,000 shares of common stock with an aggregate fair value of $9,000 in a legal settlement.

 

Issuance of Common Stock to Directors and Employees

 

During the year ended December 31, 2020, the Company issued 1,340,000 shares of common stock with an aggregate fair value of. $1,195,800 to members of the Company’s Board of Directors and employees for services rendered.

 

During the year ended December 31, 2020, the Company issued 936,500 common shares with an aggregate fair value of $936,500 as payment for accrued payroll.

 

F-19

 

 

Common Stock Warrants

 

A summary of common stock warrant activity for the years ended December 31, 2021 and 2020 is presented below.

 

  

Number of

Shares

  

Weighted

Average

Exercise Price

 
         
Warrants outstanding at December 31, 2019   201,000   $7.50 
Issued   -    - 
Exercised   -    - 
Expired   (147,000)   8.64 
Warrants outstanding at December 31, 2020   54,000    8.07 
Issued   -    - 
Exercised   -    - 
Expired   (33,333)   7.50 
Warrants outstanding at December 31, 2021   20,667   $9.00 

 

The weighted average remaining contractual life of common stock warrants outstanding and exercisable at December 31, 2021 was 0.71 years.

 

At December 31, 2021, all outstanding warrants are exercisable at $9.00 per common share.

 

Based on a fair market value of $0.60 per share on December 31, 2021, there was no intrinsic value attributed to exercisable but unexercised common stock warrants at December 31, 2021.

 

14. Stock-Based Compensation

 

The Company issues common stock and stock options as incentive compensation to directors and as compensation for the services of employees, contractors and consultants of the Company.

 

The fair value of a stock option award is calculated on the grant date using the Black-Scholes option-pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect as of the grant date. The expected dividend yield assumption is based on the Company’s expectation of dividend payouts and is assumed to be zero. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The fair market value of the common stock is determined by reference to the quoted market price of the common stock on the grant date.

 

For stock options requiring an assessment of value during the year ended December 31, 2021, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate   0.89%
Expected dividend yield   0%
Expected volatility   309.92 % to 366.13%
Expected life   3 to 5 years 

 

For stock options requiring an assessment of value during the year ended December 31, 2020, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate   0.12%
Expected dividend yield   0%
Expected volatility   2933%
Expected life   1.5 years 

 

On January 27, 2021, the Company, the Company entered into an Advisory Agreement for consultation and advice with respect to procuring restaurants/chefs for the Restaurant.com business platform and other services and product deals. In connection with the agreement, the Company granted fully-vested stock options to purchase 100,000 shares of the Company’s common stock, exercisable for a period of three years from the date of grant at $3.50 per share. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $287,883 ($2.88 per share), which was charged to operations on that date.

 

On March 15, 2021, the Company entered into an Advisory Agreement for service on the Company’s Advisor Board for a term of approximately two years. In connection with the agreement, the Company granted stock options to purchase 50,000 shares of the Company’s common stock, vesting 25,000 shares on the grant date and 25,000 shares on June 15, 2021, exercisable for a period of five years from the date of grant at $2.50 per share. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $149,994 ($3.00 per share), of which $74,997 was attributable to the stock options fully-vested on March 21, 2021 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options was charged to operations ratably from March 16, 2021 through June 15, 2021. During the year ended December 31, 2021, the Company recorded a charge to operations of $149,994, with respect to these stock options.

 

F-20

 

 

A summary of stock option activity for the years ended December 31, 2021 and 2020 is presented below:

 

       Weighted 
   Number   Average 
   of   Exercise 
   Options   Price 
         
Stock options outstanding at December 31, 2019   5,116    363.17 
Granted   32,000    1.05 
Exercised   -    - 
Expired or forfeited   -    - 
Stock options outstanding at December 31, 2020   37,116    50.93 
Granted   150,000    2.83 
Exercised   -    - 
Expired or forfeited   -    - 
Stock options outstanding at December 30, 2021   187,116   $12.38 
Stock options exercisable at December 31, 2021   187,116   $12.38 

 

The weighted average remaining contractual life of common stock options outstanding and exercisable at December 31, 2021 was 2.66 years.

 

The exercise prices of common stock options outstanding and exercisable at December 31, 2021 are as follows:

 

Exercise

Prices

  

Options

Outstanding

(Shares)

  

Options

Exercisable

(Shares)

 
          
$1.05    32,000    32,000 
$2.50    50,000    50,000 
$3.00    100,000    100,000 
$363.17    5,116    5,116 
      187,116    187,116 

 

Based on a fair market value of $0.60 per share on December 31, 2021, there was no intrinsic value attributed to exercisable but unexercised common stock warrants at December 31, 2021.

 

The Company expects to satisfy such stock obligations through the issuance of authorized but unissued shares of common stock.

 

15. Commitments and Contingencies

 

Legal Proceedings

 

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceeding that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition, other than the following.

 

On April 17, 2019, a lawsuit was filed by Dupree Productions, LLC against uBid Holdings, Inc. and Ketan Thakker (Case No. L2019000436) in the Circuit Court of DuPage County, Illinois, alleging that a Partial Equity Payment Agreement dated August 1, 2016, which was intended to compensate services in the amount of $60,000 in return for shares of uBid common stock, was inadequate to compensate for the alleged higher value of advertising and endorsement services of approximately $195,000. The case was dismissed on the basis that there was a binding arbitration clause in the Partial Equity Payment Agreement and is now in arbitration in Chicago, Illinois. On February 3, 2021, the arbitrator awarded DuPree Productions $195,000, including $24,000 in attorneys’ fees, which is included in accrued expenses in the consolidated balance sheets as of December 31, 2021 and 2020. The Company has filed an appeal of the arbitrator’s award. On January 28, 2022, a final settlement of $150,000 was reached, which is scheduled to be paid on April 28, 2022.

 

F-21

 

 

16. Income Taxes

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 are summarized below.

 

   December 31, 
   2021   2020 
Net operating loss carryforwards  $10,483,000   $8,960,000 
Valuation allowance   (10,483,000)   (8,960,000)
Net deferred tax assets  $—   $— 

 

In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2021 and 2020, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates.

 

No federal tax provision has been provided for the years ended December 31, 2021 and 2020 due to the losses incurred during such periods. The reconciliation below presents the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2021 and 2020.

 

  

Years Ended

December 31,

 
   2021   2020 
         
U. S. federal statutory tax rate   (21.0)%   (21.0)%
State income taxes, net of federal tax benefit   (6.0)%   (6.0)%
Tax-exempt Paycheck Protection Loan forgiveness   (2.7)%   — 
Change in valuation allowance   29.7%   27.0%
Effective tax rate   0.0%   0.0%

 

At December 31, 2021, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately $38,000,000. federal net operating losses, if not utilized earlier, will begin to expire in the year ending December 31, 2030, subject to Internal Revenue Service limitations, including change in ownership regulations.

 

17. Subsequent Events

 

The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements and determined that there were no material subsequent events which affected, or could affect, the amounts or disclosures in the consolidated financial statements other than the following:

 

On January 31, 2022, the Company, through its newly formed Delaware subsidiary, GameIQ Acquisition Corp., Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameIQ, a California corporation, that is a developer of consumer gamification technologies for retail businesses. Under the terms of the Merger Agreement, the Company agreed to issue 600,000 restricted shares of its common stock with a fair value of $300,000 and issued promissory notes to Balazs Wellisch, President and co-founder, and Quentin Blackford, Director, of GameIQ, in the principal amounts of $78,813 and $62,101, respectively, bearing interest at 1% per annum, to repay loans by Mr. Wellisch and Mr. Blackford to GameIQ. Each note requires repayment in six equal biannual installments, with the first installment due on the six-month anniversary of the Closing Date as that term is defined in the Merger Agreement. Following the merger, GameIQ shall merge with and into the Company. In addition, Balazs Wellisch will become Chief Technology Officer of Restaurant.com, a subsidiary of the Company. The Merger Agreement closed on February 28, 2022. The closing price of the Company’s common stock was $0.50 per share on both January 31, 2022 and February 28, 2022. The Company will account for the acquisition as a business combination in accordance with ASC 805, Business Combinations. The Company has also determined that the acquisition does not qualify as significant acquisition under the guidance of SEC S-X Rules 3-05 and 1-02.

 

On March 22, 2021, the Company received loan proceeds of $1,025,535 pursuant to the Paycheck Protection Program (2nd draw), as described at Note 10. The note payable was scheduled to mature in March 2026, bore interest at the rate of 1% per annum, and was subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The loan and accrued interest payable were forgivable provided the Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintained its payroll levels. Effective February 28, 2022, the Company received formal notice that the note payable, including accrued interest of $9,743, was forgiven. As a result, the gain from the forgiveness of the government assistance note payable aggregating $1,035,278 will be recognized in the statement of operations during the year ending December 31, 2022.

 

On February 28, 2022, the Company approved 321,433 shares of common stock to be issued to employees and the Board of Directors with an average price per share of $0.50 and fair value of the grant to be $161,717. The Company also approved 461,000 stock options to be issued to employees with an average exercise price of $1.25 and fair value of the grant to be $243,000.

 

F-22

 

 

EXHIBIT INDEX

 

Exhibit

No.

  Description
2.1   Agreement and Plan of Merger, dated as of October 23, 2018, by and between Incumaker, Inc. and the Company
     
3.1   Certificate of Incorporation
     
3.2  

Amendment to Certificate of Incorporation

     
3.3   Second Amended and Restated Bylaws
     
4.1   Specimen Stock Certificate Evidencing the Shares of Common Stock
     
10.1   Executive Employment Agreement dated March 29, 2019 between Incumaker, Inc. and Ketan Thakker.
     
10.2   Asset Purchase Agreement dated March 1, 2020 between the Company. and Restaurant.com, Inc.
     
10.3   Consent and Agreement to Stock Sale Agreement and Mutual Release dated July 1, 2020 among the Company, Michael Hering, Salvatore Esposito and SkyAuction.
     
10.4   Warrant dated April 24, 2019 issued to EROP Capital LLC
     

10.5

   Agreement and Plan of Merger dated January 31, 2022 by and among RDE, Inc., GameIQ Acquisition Corp. and GameIQ, Inc.
     
14.1   Code of Ethics
     
21   Subsidiaries of RDE, Inc.

 

+ Management contract or compensatory plan or arrangement.

 

51

 

 

SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: April 8, 2022 RDE, INC.
     
  By: /s/ Ketan Thakker
  Name: Ketan Thakker
  Title: President and CEO

 

52

 EX-2.1 2 ex2-1.htm

 

Exhibit 2.1

page 1 of 36

 

AGREEMENT AND PLAN OF MERGER

 

BY AND BETWEEN

 

INCUMAKER, INC.,

 

a Delaware corporation

 

AND

 

UBID HOLDINGS, INC.,

 

a Delaware corporation

 

DATED AS OF October 23, 2018

 

 
page 2 of 36

 

TABLE OF CONTENTS

 

    Page No.
       
ARTICLE I THE MERGER 5
       
  1.1. The Merger 5
  1.2. Closing; Effective Time 5
  1.3. Effects of Merger 6
  1.4. Certificate of Incorporation 6
  1.5. Bylaws 6
  1.6. Directors and Officers 6
  1.7. Assumption of Liabilities 6
  1.8 Change of Fiscal Year End 6
       
ARTICLE II EFFECT OF THE MERGER ON CAPITAL STOCK 7
       
  2.1. Conversion of UBID Shareholdership Interests 7
  2.2. Exchange of Interests 7
  2.3. Certain Adjustments 8
       
ARTICLE III REPRESENTATIONS AND WARRANTIES OF UBid 8
       
  3.1. Organization and Qualification 8
  3.2. Equity Investments 8
  3.3. Authority to Execute and Perform Agreement 8
  3.4. Binding Effect 9
  3.5. Capitalization 9
  3.6. Vote Required; Managers’ Approval 9
  3.7. Litigation 9
  3.8. Title to Properties; Absence of Liens 9
  3.9. Compliance with Laws 10
  3.10. Consents and Approvals 10
  3.11. Non-contravention 10
  3.12. Material Contracts 10
  3.13. Taxes 10
  3.14. Financial Statements 11
  3.15. Books and Records 12
  3.16. Intellectual Property 12
  3.17. Environmental Matters 12
  3.18. Real Property 12
  3.19. Broker’s Fees 12
  3.20. Labor Matters 12
  3.21. Absence of Liabilities 12
  3.22. Absence of Certain Changes or Events 13
  3.23. Full Disclosure 13
       
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 13
       
  4.1. Organization and Qualification; Subsidiaries 13

 

 
page 3 of 36

 

  4.2. Equity Investment 13
  4.3. Authority to Execute and Perform Agreement 14
  4.4. Binding Effect 14
  4.5. Capitalization 14
  4.6. Board Approval 15
  4.7. SEC Reports and Financial Statements 15
  4.8. No Material Adverse Change 15
  4.9. Books and Records 15
  4.10. Litigation 15
  4.11. Absence of Liabilities 16
  4.12. Title to Properties; Absence of Liens 16
  4.13. Compliance with Laws 16
  4.14. Intellectual Property 16
  4.15. Non-Contravention 16
  4.16. Consents and Approvals 16
  4.17. Material Contracts 16
  4.18. Taxes 17
  4.19. Environmental Matters 18
  4.20. Real Property 18
  4.21. Broker’s Fees 18
  4.22. Labor Matters 18
  4.23. Articles of Incorporation, Bylaws, and Minute Books 19
  4.24. Full Disclosure 19
       
ARTICLE V ADDITIONAL AGREEMENTS OF THE PARTIES 19
       
  5.1. Actions Pending Closing 19
  5.2. Company Stockholders’ Approval; Information Statement 21
  5.3. UBID Shareholder’s Approval 21
  5.4. Efforts; Consents 21
  5.5. Filing of Tax Returns; Payment of Taxes 22
  5.6. Access to Information 22
  5.7. Confidentiality 22
  5.8. Notification of Certain Matters 23
  5.9. Non-Solicitation 23
  5.10. Further Assurances 23
  5.11. Public Disclosure 24
  5.12. Board of Directors 24
       
ARTICLE VI CONDITIONS TO CLOSING 24
       
  6.1. Conditions to Each Party’s Obligations to Consummate the Transactions 24
  6.2. Conditions to Obligations of the Company to Consummate the Transactions 24
  6.3. Conditions to Obligations of to Consummate the Transactions 25
       
ARTICLE VII TERMINATION 26
       
  7.1. Termination 26
  7.2. Effect of Termination 27

 

 
page 4 of 36

 

  7.3. Expenses; Termination Fees 27
       
ARTICLE VIII MISCELLANEOUS 28
       
  8.1. Certain Definitions; Rules of Construction 28
  8.2. Waivers and Amendments 33
  8.3. Governing Law 33
  8.4. Notices 34
  8.5. Section Headings 34
  8.6. Counterparts 34
  8.7. Assignments 34
  8.8. Entire Agreement; Enforceability 34
  8.9. Severability 34

 

Schedules

 

Schedule 3.5 UBID Capitalization
Schedule 3.7 UBID Litigation
Schedule 3.8 UBID Title to Properties; Absence of Liens
Schedule 3.10 UBID Consents and Approvals
Schedule 3.16 UBID Intellectual Property
Schedule 3.22(d) UBID Absence of Certain Changes or Events.
Schedule 4.11 Company Absence of Liabilities
Schedule 4.16 Company Consents and Approvals
Schedule 4.18 Company Taxes

 

 
page 5 of 36

 

AGREEMENT AND PLAN OF MERGER

 

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 23, 2018, is entered into by and between Incumaker, Inc., a Delaware corporation (the “Company”), and uBid Holdings, Inc., a Delaware corporation (“UBID”), that hereby agree as follows:

 

WITNESSETH:

 

WHEREAS, the respective Boards of Directors of the Company and UBID have each approved the merger of UBID with and into the Company, with the Company surviving (the “Merger”), on the terms and conditions contained herein and in accordance with the Delaware General Corporation Law (the “DGCL”) and have determined that the Merger and the transactions contemplated herein are advisable and in the best interest of each company and their respective stockholders;

 

WHEREAS, the parties hereto desire to make certain representations, warranties, covenants and agreements in connection with the Merger and to prescribe various conditions to the Merger; and

 

WHEREAS, for U.S. federal income tax purposes, it is intended that the Merger qualify as a reorganization under the provisions of Section 368(a) and Section 351 of the Code, and that this Agreement shall constitute a “plan of reorganization” for the purposes of Section 368 and Section 351 of the Code.

 

NOW THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

 

Article I

THE MERGER

 

1.1. The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined below), UBID shall be merged with and into the Company in accordance with the applicable provisions of the DGCL and in accordance with this Agreement, and the separate existence of UBID shall cease. The Company shall be the surviving corporation in the Merger (hereinafter sometimes referred to as the “Surviving Corporation”) and shall continue under the laws of Delaware.

 

1.2. Closing; Effective Time. Subject to the satisfaction or waiver of all of the conditions to Closing contained in Article VI, the closing of the Merger (the “Closing”), shall take place at the offices of Culhane Meadows PLLC, 1101 Pennsylvania Avenue, N.W., Suite 200, Washington, D.C. 20004, as soon as practicable (but not later than five (5) Business Days) after the satisfaction or waiver of the conditions to Closing contained in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), unless another date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” As soon as is practicable after the Closing, the parties hereto shall cause the Merger to be consummated by (i) delivering to the Secretary of State of the State of Delaware a Certificate of Merger (the “DE Certificate of Merger”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL. The Merger shall become effective as of the date and at such time (the “Effective Time”) as the DE Certificate of Merger is filed with the Secretary of State of the State of Delaware with respect to the Merger.

 

 
page 6 of 36

 

1.3. Effects of Merger. The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of UBID shall vest in the Surviving Corporation, and all debts, liabilities and duties of UBID shall become the debts, liabilities and duties of the Surviving Corporation.

 

1.4. Certificate of Incorporation. The Certificate of Incorporation of the Company in effect immediately prior to the Effective Time, as amended and restated, shall become, from and after the Effective Time, the Certificate of Incorporation of the Surviving Corporation, as amended pursuant to the terms included herein and until amended or repealed in accordance with the terms thereof and with Applicable Law.

 

1.5. Bylaws. The Bylaws of the Company in effect immediately prior to the Effective Time shall become, from and after the Effective Time, the Bylaws of the Surviving Corporation, until thereafter amended or repealed in accordance with the terms thereof and with Applicable Law.

 

1.6. Directors and Officers. The directors and officers of UBID immediately prior to the Effective Time shall become at the Effective Time, the directors and officers of the Surviving Corporation, each to hold office from the Effective Time in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualify, or they resign or are removed.

 

1.7. Assumption of Liabilities. At the Effective Time, the Company shall have no liabilities, including those liablities.as set forth in the Company’s financial statements.

 

1.8. Change of Fiscal Year End. At the Effective Time, the fiscal year end of the Company shall change from May 31 to December 31, the fiscal year end of UBID.

 

 
page 7 of 36

 

Article II

EFFECT OF THE MERGER ON CAPITAL STOCK

 

2.1. Conversion of UBID Common Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the parties or the registered holders of any shares of capital stock of the Company (each a “Company Stockholder,” and collectively, the “Company Stockholders”):

 

(a) The Company shall issue an aggregate of such number of shares of its common stock in exchange for the issued and outstanding common stock of UBID to ensure that at the Effective Time the shareholders of the Company shall hold 17.8% of the issued and outstanding shares of the common stock of the Surviving Corporation or 43,771,555 shares of common stock and the shareholders of UBID shall hold 82.2% of the issued and outstanding shares of common stock of the Surviving Corporation or 202,110,632 shares of its common stock. The number of shares of Company common stock issued to each shareholder in accordance with this Section 2.1(a) shall hereafter be referred to as the “Merger Shares.” Each share of UBID’s issued and outstanding common stock shall be converted into and become approximately 11 fully paid and non-assessable shares of common stock (the “Exchange Ratio”), par value $0.001 per share, of the Surviving Corporation (the “Company Common Stock”). At the Effective Time, all UBID Securities shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each UBID shareholder shall cease to have any rights with respect thereto, except the right to receive the Merger Shares.

 

(b) No fraction of a share of Company Common Stock will be issued, but in lieu of such issuance, each UBID Shareholder who would otherwise be entitled to a fraction of a share of Company Common Stock as a result of the conversion and exchange of shares contemplated by this Article II shall receive from the Company one (1) additional share of Company Common Stock. The fractional share interest of UBID Shareholders shall be aggregated such that no UBID Shareholder shall receive more than the one (1) share of Company Common Stock with respect to any interest in fractional shares.

 

2.2. Exchange of Interests.

 

(a) Immediately prior to the Closing, the Company shall deposit, or shall cause to be deposited, with Island Stock Transfer (the “Exchange Agent”), for the benefit of the UBID Shareholders certificates in the names of each such UBID Shareholder evidencing the number of Merger Shares to be issued to such UBID Shareholder in accordance with this Article II. As soon as reasonably practicable after the Effective Time, the Company will instruct the Exchange Agent to deliver to each holder of UBID Share a letter of transmittal containing instructions for use in effecting the exchange of UBID Shares for certificates evidencing the relevant number of Merger Shares. No interest shall be paid on the Merger Shares. All Merger Shares issued upon exchange of the UBID Share in accordance with the terms hereof shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to such shares of Company Common Stock.

 

(b) It is understood that the certificates evidencing the Merger Shares will bear the legends set forth below:

 

(i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS;

 

(ii) Any additional legend required by Applicable Law.

 

 
page 8 of 36

 

The legend set forth in (i) above shall be removed from any certificate evidencing such Merger Shares upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that such security can be freely transferred without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued such Merger Shares.

 

2.3. Certain Adjustments. If after the date hereof and prior to the Effective Time and to the extent permitted by this Agreement, the outstanding UBID Shares shall be changed into a different number, class or series of shares by reason of any reclassification, recapitalization or combination, forward stock split, reverse stock split, stock dividend or rights issued in respect of such stock, or any similar event shall occur (any such action, an “Adjustment Event”), the number of Merger Shares issued in exchange for each UBID Share shall be adjusted correspondingly to provide to the UBID Shareholders the right to receive the same economic effect as contemplated by this Agreement immediately prior to such Adjustment Event.

 

Article III

REPRESENTATIONS AND WARRANTIES OF UBID

 

Except as set forth on the disclosure schedules, UBID hereby represents and warrants to the Company as follows:

 

3.1. Organization and Qualification. UBID is a Delaware corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has requisite corporate power and authority and governmental approvals to own, lease and operate its properties and to carry on its business as currently conducted. UBID is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification or licensing, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on UBID.

 

3.2 Equity Investments. UBID does not own any equity interest in any corporation, partnership, limited liability company or other form of business entity.

 

3.3 Authority to Execute and Perform Agreement. UBID has the requisite power and all authority required to enter into, execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Merger contemplated hereby and thereby (collectively, the “Transactions”). The execution, delivery and performance by UBID of this Agreement and the consummation by UBID of the Merger have been duly authorized and approved by all necessary corporate action.

 

 
page 9 of 36

 

3.4 Binding Effect. This Agreement has been validly executed and delivered by UBID and, assuming the due execution and delivery hereof by the Company, constitutes a valid and binding obligation of UBID, enforceable against UBID in accordance with its terms, except to the extent such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles (regardless of whether such enforceability is considered in equity or at law).

 

3.5 UBID Warrants/Capitalization. At Closing UBID shall have an aggregate of 31,622,288 Common Shares (the “UBID Shares”) issued and outstanding and such additional number of Common Stock Purchase Warrants (the “Warrants”), issued and outstanding, each exercisable to purchase one share of UBID’s Common Stock, to be disclosed to the Company prior to Closing. All of the holders of these warrants are set forth on Schedule 3.5, including termination date and exercise price, as adjusted to reflect the Exchange Ratio herein. There are no other existing options, rights, subscriptions, warrants, unsatisfied preemptive rights, calls, commitments or agreements relating to (i) the authorized and unissued UBID Common or Preferred Shares, or (ii) any securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from UBID any UBID Shares

 

3.6 Vote Required; Board of Directors’ and Shareholder Approval. The Board of Directors, by resolutions duly adopted at a meeting duly called and held at which a quorum was present or by the unanimous written consent in lieu of such a meeting, and the holders of a majority of the voting securities of UBID have each approved this Agreement, the Merger and the Transactions in accordance with the requirements of the DGCL.

 

3.7 Litigation. There are no judicial, governmental, administrative or arbitral actions, claims, suits or proceedings or investigations (collectively, “Legal Proceedings”) pending or, to the Knowledge of UBID, threatened against or involving UBID or any of its respective property or assets, except as set forth on Schedule 3.7. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving UBID.

 

3.8 Title to Properties; Absence of Liens. UBID has (i) good and marketable title free and clear of any and all liens and encumbrances of any kind in and to all of its assets and properties, excluding immaterial matters and (ii) sufficient rights to all of their respective assets and properties to permit them to carry on their business as currently contemplated, whether real, personal or fixed, free and clear of all Liens, in each case, except (a) for Liens set forth on Schedule 3.8, (b) for Liens for Taxes not yet due and payable or which UBID is contesting in good faith and for which adequate reserves have been established, (c) for such properties and assets as may have been sold since the date hereof in the ordinary course of business, and (d) for Liens not securing debt that do not materially detract from the value or materially interfere with the use of the property subject thereto (collectively, “Permitted Liens”).

 

 
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3.9 Compliance with Laws. UBID is not in violation of, default under, or conflict with, any applicable order, consent, approval, authorization, registration, declaration, filing, judgment, injunction, award, decree or writ of any Governmental Body or court of competent jurisdiction (collectively, “Orders”) or any Applicable Law, except for any such violations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

 

3.10 Consents and Approvals. Except for (i) those consents, approvals, orders, authorizations, filings or notices set forth on Schedule 3.10, (ii) applicable requirements of the Securities Act, and (iii) the DE Certificate of Merger, no consent, approval or authorization of, filing with, or notice to, any Governmental Body is required by UBID in connection with the execution, delivery and performance by UBID of this Agreement, each and every agreement contemplated hereby, and the consummation by UBID of the Transactions.

 

3.11 Non-contravention. The execution and delivery of this Agreement and the Transaction Documents by UBID, the performance by UBID of its obligations hereunder and thereunder, and the consummation of the Transactions contemplated hereby and thereby by UBID (A) do not and will not conflict with, or result in a breach or violation of (i) any provision of UBID’s charter or bylaws, (ii) any applicable laws, (iii) any material agreement, contract, lease, license or instrument to which UBID is a party or by which it or any of its properties or assets are bound and (B) will not result in the creation or imposition of any Lien upon any of the property or assets of UBID pursuant to any provision of any contract or Lien.

 

3.12 UBID Material Contracts. UBID is not in default under any Material Contract of UBID, nor to the Knowledge of UBID does any condition exist that, with notice or lapse of time or both, would constitute a default thereunder. To the Knowledge of UBID, no other party to any such Material Contract of UBID is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder. No approval or consent of any person is needed in order that the Material Contracts of UBID continue in full force and effect following the consummation of the transactions contemplated by this Agreement.

 

3.13 Taxes.

 

(a) Filing of Tax Returns. UBID has timely filed, or has had timely filed on its behalf, with the appropriate Taxing authorities all Tax Returns in respect of Taxes it is required to file. The Tax Returns filed (including any amendments thereof) are complete and accurate in all material respects. UBID has not requested any extension of time within which to file any Tax Return in respect of any Taxes, which Tax Return has not since been filed in a timely manner. To the Knowledge of UBID, no claim has ever been made by any Taxing authority in a jurisdiction where UBID does not file Tax Returns, or has Tax Returns filed on its behalf, that UBID is or may be subject to taxation by that jurisdiction, or liable for Taxes owing to that jurisdiction.

 

 
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(b) Payment of Taxes. All Taxes owed by UBID (whether or not shown as due on any Tax Returns) have been paid in full. UBID has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. UBID has made all required estimated Tax payments sufficient to avoid any underpayment penalties. The unpaid Taxes of UBID (A) do not, as of the Closing Date, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect the timing differences between book and Tax income) set forth on the face of UBID’s most recent balance sheets (rather than any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of UBID in filing, or having filed on its behalf, its Tax Returns. The charges, accruals and reserves on the books of UBID in respect of any liability for Taxes (x) based on or measured by net income for any years not finally determined, (y) with respect to which the applicable statute of limitations has not expired or (z) that has been previously deferred, are adequate to satisfy any assessment for such Taxes for any such years.

 

(c) Audits, Investigations or Claims. There is no dispute or claim which has not been resolved concerning any Tax liability of UBID either (A) claimed or raised by any Taxing authority in writing or (B) as to which any of the directors and officers (and employees responsible for Tax matters) of UBID has Knowledge. There is no currently pending audit of any Tax Return of UBID by any Taxing authority, and UBID has not been notified in writing that any Taxing authority intends to audit any Tax Return of UBID. UBID has not executed any outstanding waivers or consents regarding the application of the statute of limitations with respect to any Taxes or Tax Returns.

 

3.14 Financial Statements.

 

(a) UBID has delivered to the Company copies of its audited consolidated financial statements for the fiscal year ended December 31, 2016 and unaudited financial statements for the fiscal year ended December 31, 2017 (together, the “UBID Financial Statements”). The UBID Financial Statements present fairly the financial condition and results of operations of UBID at the dates and for the periods covered by the UBID Financial Statements. UBID represents and warrants that there has been no material adverse change in the financial condition of UBID from that stated in the UBID Financial Statements.

 

(b) The UBID Financial Statements and any notes related thereto comply as to form in all material respects with applicable accounting requirements, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments none of which are or will be material in amount, individually or in the aggregate) the consolidated financial position of UBID as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

 

(c) UBID does not have any direct or indirect liabilities that were not fully and adequately reflected or reserved against on the balance sheet or described in the notes to the audited financial statements of UBID. UBID has no Knowledge of any circumstance, condition, event or arrangement that has taken place at any time that may hereafter give rise to any liabilities.

 

 
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3.15 Books and Records. The books and records, financial and otherwise, of UBID are in all material respects complete and correct and have been maintained in accordance with sound business and bookkeeping practices so as to accurately and fairly reflect, in reasonable detail, the transactions and dispositions of the assets and liabilities of UBID.

 

3.16 Intellectual Property. Except as set forth on Schedule 3.16, UBID has no Intellectual Property for its business as now conducted and as proposed to be conducted. To the Knowledge of UBID, the business as conducted and as proposed to be conducted by UBID does not and will not cause UBID to infringe or violate any of the Intellectual Property of any other Person.

 

3.17 Environmental Matters. (i) UBID is in compliance in all material respects with applicable Environmental Laws; (ii) UBID has all Permits required pursuant to Environmental Laws and are in compliance in all material respects with the terms thereof; (iii) there are no past or present events, activities, practices, incidents, actions or plans in connection with the operations of UBID which have given rise to or are reasonably likely to give rise to any material liability on the part of UBID under any Environmental Law; (iv) UBID has not generated, used, transported, treated, stored, released or disposed of, or has suffered or permitted anyone else to generate, use, transport, treat, store, release or dispose of any Hazardous Substance in violation of any Environmental Laws; and (v) there has not been any generation, use, transportation, treatment, storage, release or disposal of any Hazardous Substance in connection with the conduct of the business of UBID or the use of any property or facility by UBID, or to the Knowledge of UBID, any nearby or adjacent properties, in each case, which has created or might reasonably be expected to create any material liability under any Environmental Law or which would require reporting to or notification of any Governmental Body.

 

3.18 Real Property. UBID does not own, and has not owned, any real property or any interest in any real property.

 

3.19 Broker’s Fees. No broker, finder, agent or similar intermediary has acted on behalf of UBID in connection with this Agreement or the Transactions, and there are no brokerage commissions, finders’ fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with UBID.

 

3.20 Labor Matters. UBID is not now, and has not been in the last five years, bound by or party to any collective bargaining agreement and, to the Knowledge of UBID, no application for certification of a collective bargaining agent is pending. UBID is in compliance with all Applicable Laws applicable to UBID affecting employment practices and terms and conditions of employment.

 

3.21 Absence of Liabilities. As of December 31, 2017, the date of UBID’s most recent balance sheet, except as set forth on such balance sheet, UBID does not have any debts, liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, and whether due or to become due, which balance sheet shall be updated as of the Closing Date.

 

 
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3.22 Absence of Certain Changes or Events. Since December 31, 2017, UBID has not:

 

(a) Conducted any business or engaged in any activities other than activities related to the negotiation and execution of this Agreement or activities in the ordinary course of its business;

 

(b) Declared or made any payment of dividends or other distributions to its shareholders or upon or in respect of any of its UBID Shares or purchased, or obligated itself to purchase, retire or redeem, any of its Common Shares or other securities;

 

(c) Amended its Certificate of Incorporation or Bylaws;

 

(d) Borrowed or agreed to borrow any funds; incurred or agreed to incur or become subject to any debts, liabilities or obligations of any kind whatsoever (other than (i) in conjunction with the negotiation and execution of this Agreement, (ii) legal, accounting, advisory and board of director fees and expenses, (iii) obligations incurred in the ordinary course of business or (iv) as set forth on Schedule 3.22(d); subjected or agreed to subject any of the assets or properties of UBID to any lien, security interest, charge, interest or other encumbrance or suffered such to be imposed; or guaranteed or agreed to guarantee the debts or obligations of others.

 

3.23 Full Disclosure. This Agreement (including the information contained in the disclosure schedules) does not (i) contain any representation, warranty or information that is false or misleading with respect to any material fact, or (ii) omit to state any material fact necessary in order to make the representations, warranties and information contained herein, in the context in which made or provided, not false or misleading.

 

Article IV

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

 

Except as set forth on the disclosure schedules and the any OTC Documents, the Company hereby represents and warrants to UBID as follows:

 

4.1. Organization and Qualification; Subsidiaries. The Company is a corporation, duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has requisite power and authority and governmental approvals to own, lease and operate its properties and to carry on its business as currently conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification or licensing, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company has not engaged in any business activities of any type or kind whatsoever. The Company does not have any subsidiaries.

 

4.2. Equity Investment. The Company does not own any equity interest in any other corporation or in any partnership, limited liability company or other form of business entity.

 

 
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4.3. Authority to Execute and Perform Agreement. The Company has the requisite power and all authority required to enter into, execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly authorized by all necessary corporate action.

 

4.4. Binding Effect. This Agreement has been validly executed and delivered by the Company and, assuming the due execution and delivery hereof by UBID, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles (regardless of whether such enforceability is considered in equity or at law).

 

4.5. Capitalization.

 

(a) As of the date hereof, the authorized capital stock of the Company consists of (i) 750,000,000 shares of Common Stock, par value $0.001 per share, of which 43,271,555 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable and (ii) 10,000,000 Preferred Shares authorized, of which none are issued or outstanding. The Company has no other authorized, issued or outstanding class of capital stock.

 

(b) Obligations. There are no obligations, contingent or otherwise, of the Company to repurchase, redeem or acquire shares of the Company.

 

(c) Options, Warrants, etc. Other than certain convertible promissory notes as included in Schedule 4.5(d), there are no existing options, rights, subscriptions, warrants, unsatisfied preemptive rights, calls or commitments relating to (i) the authorized and unissued capital stock of the Company, or (ii) any securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from the Company any shares of capital stock of the Company and no such convertible or exchangeable securities or obligations are outstanding.

 

(d) Registration. The outstanding shares of the capital stock of the Company have been issued in full compliance with the registration and prospectus delivery requirements of the Securities Act or in compliance with applicable exemptions therefrom, and the registration and qualification requirements of all applicable securities laws of states of the United States.

 

(e) Merger Shares. The Merger Shares, when paid for and then issued as provided in this Agreement, will be duly authorized and validly issued, fully paid and nonassessable, and will be free of any Liens or encumbrances and of restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws or the Transaction Documents.

 

 
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4.6. Approval. The holders of a majority of the issued and outstanding voting securities of the Company and the Board of Directors of the Company, by resolutions duly adopted at a meeting duly called and held at which a quorum was present or by written consent in lieu of such a meeting have each approved this Agreement, the Merger and the Transactions pursuant to the laws of the State of Delaware.

 

4.7. Financial Statements.

 

(a) The consolidated financial statements of the Company and any notes related thereto provided to UBID have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments none of which are or will be material in amount, individually or in the aggregate) the consolidated financial position of the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

 

(b) The Company does not have any direct or indirect liabilities that were not fully and adequately reflected or reserved against on the balance sheet or described in the notes to the financial statements of the Company. The Company has no Knowledge of any circumstance, condition, event or arrangement that has taken place at any time that may hereafter give rise to any liabilities.

 

4.8. No Material Adverse Change. Since August 31, 2018, the Company has not conducted any business or engaged in any activities other than activities related to the negotiation and execution of this Agreement or activities in the ordinary course, consistent with past practice, and there has been no change in the business, properties, assets, operations or condition (financial or otherwise) which has resulted or reasonably could be expected to result in or which the Company has reason to believe could reasonably be expected to result in a Material Adverse Effect on it, and the Company has no Knowledge of any such change that is threatened, nor has there been any damage, destruction or loss affecting the assets, properties, business, operations or condition (financial or otherwise), whether or not covered by insurance which has resulted or reasonably could be expected to result in or which the Company has reason to believe could reasonably be expected to result in a Material Adverse Effect on the Company.

 

4.9. Books and Records. The books and records, financial and otherwise, of the Company are in all material respects complete and correct and have been maintained in accordance with sound business and bookkeeping practices so as to accurately and fairly reflect, in reasonable detail, the transactions and dispositions of the assets and liabilities of the Company

 

4.10. Litigation. Other than as disclosed in Schedule 4.10 there are no Legal Proceedings pending or, to the Knowledge of the Company, threatened against or involving the Company, or any of its respective property or assets. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving the Company.

 

 
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4.11. Absence of Liabilities. As of August 31, 2018, the date of the Company’s most recent balance sheet, the Company has no debts, liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that are not otherwise set forth on Schedule 4.11, which shall be updated as of the Closing Date.

 

4.12. Title to Properties; Absence of Liens. The Company has good and marketable title to all of their respective assets and properties, whether real, personal or fixed, free and clear of all Liens, except for Liens for Taxes not yet due and payable or which the Company is contesting in good faith and for which adequate reserves have been established.

 

4.13. Compliance with Laws. The Company is not in violation of, default under, or conflict with, any applicable Order or any Applicable Law, except for any such violations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

 

4.14. Intellectual Property. The Company does not own, license or otherwise has any rights in or to any Intellectual Property.

 

4.15. Non-Contravention. The execution and delivery of this Agreement and the Transaction Documents by the Company, the performance by the Company of its obligations hereunder and thereunder, and the consummation of the Transactions contemplated hereby and thereby by such entities (A) do not and will not conflict with, or result in a breach or violation of (i) any provision of the charter or bylaws of any of the Company, (ii) any applicable laws, (iii) any material agreement, contract, lease, license or instrument to which the Company is a party or by which the Company or any of each of its properties or assets are bound and (B) will not result in the creation or imposition of any Lien upon any of the property or assets of the Company pursuant to any provision of any contract or Lien.

 

4.16. Consents and Approvals. Except for (i) those consents, approvals, authorizations, filings or notices set forth on Schedule 4.16 and (ii) state notices and filings in connection with the Merger, no consent, approval or authorization of, filing with, or notice to, any Governmental Body is required by the Company in connection with the execution, delivery and performance by the Company of this Agreement, each and every agreement contemplated hereby, and the consummation by the Company of the Transactions.

 

4.17. Material Contracts. The Company is not in default under any Material Contract, nor to the Knowledge of the Company, does any condition exist that, with notice or lapse of time or both, would constitute a default thereunder. To the Knowledge of the Company, no other party to any such Material Contract of the Company is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder. No approval or consent of any person is needed in order that the Material Contracts of the Company shall continue in full force and effect following the consummation of the transactions contemplated by this Agreement.

 

 
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4.18. Taxes. Except as set forth on Schedule 4.18:

 

(a) Filing of Tax Returns. The Company has filed, or has had filed on their behalf, with the appropriate Taxing authorities all Tax Returns in respect of Taxes required to be filed by them. The Tax Returns filed (including any amendments thereof) are complete and accurate in all material respects. The Company has not requested any extension of time within which to file any Tax Return in respect of any Taxes, which Tax Return has not since been filed in a timely manner. To the Knowledge of the Company, no claim has ever been made by any Taxing authority in a jurisdiction where the Company does not file Tax Returns, or has Tax Returns filed on their behalf, that they are or may be subject to taxation by that jurisdiction, or liable for Taxes owing to that jurisdiction.

 

(b) Payment of Taxes. All Taxes owed by the Company (whether or not shown as due on any Tax Returns) have been paid in full or adequate reserves on their respective books and/or records have been established. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. The Company has made all required estimated Tax payments sufficient to avoid any underpayment penalties. The unpaid Taxes of the Company (A) do not, as of the Closing Date, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect the timing differences between book and Tax income) set forth on the face of the Company’s most recent balance sheets (rather than any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing, or having filed on their behalf, their Tax Returns. The charges, accruals and reserves on the books of the Company in respect of any liability for Taxes (x) based on or measured by net income for any years not finally determined, (y) with respect to which the applicable statute of limitations has not expired or (z) that has been previously deferred, are adequate to satisfy any assessment for such Taxes for any such years.

 

(c) Audits, Investigations or Claims. There is no dispute or claim which has not been resolved concerning any Tax liability of the Company either (A) claimed or raised by any Taxing authority in writing or (B) as to which any of the directors and officers (and employees responsible for Tax matters) of the Company has Knowledge. There is no currently pending audit of any Tax Return of the Company by any Taxing authority, and the Company has not ever been notified in writing that any Taxing authority intends to audit any Tax Return of the Company. The Company has not executed any outstanding waivers or consents regarding the application of the statute of limitations with respect to any Taxes or Tax Returns.

 

(d) Lien. There are no encumbrances for Taxes (other than for current Taxes not yet due and payable) on any assets of the Company.

 

(e) Tax Elections. The Company (i) has not agreed, or are required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; (ii) have not made an election pursuant to Code Sections 338 or 336(e) or the regulations thereunder or any comparable provisions of any foreign or state or local income tax law; (iii) is not subject to any constructive elections under Code Section 338 or the regulations thereunder; (iv) has not made any payments, are obligated to make any payments, or are a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under §280G and §162(m) of the Code; and (v) has not made any of the foregoing elections or are required to apply any of the foregoing rules under any comparable state or local income Tax provision.

 

 
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(f) Prior Affiliated Groups. The Company (A) has never been a UBID Shareholder of an affiliated group of corporations within the meaning of Section 1504 of the Code and (B) does not have any liability for the Taxes of any person under Treas. Reg. §1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise. The Company is not a successor to any other person by way of merger, reorganization or similar transaction.

 

(g) Tax Sharing Agreements. The Company is not a party to any Tax allocation, indemnity or sharing or similar agreement.

 

(h) Section 355. The Company has not distributed the stock of a “controlled corporation” (within the meaning of that term as used in Section 355(a) of the Code) in a transaction subject to Section 355 of the Code within the past two years.

 

(i) Partnerships. The Company does not own an interest in a partnership for Tax purposes.

 

4.19. Environmental Matters. (i) The Company is in compliance in all material respects with applicable Environmental Laws; (ii) the Company has all Permits required pursuant to Environmental Laws and are in compliance in all material respects with the terms thereof; (iii) there are no past or present events, activities, practices, incidents, actions or plans in connection with the operations of the Company which have given rise to or are reasonably likely to give rise to any liability on the part of the Company under any Environmental Law; (iv) the Company has not generated, used, transported, treated, stored, released or disposed of, or has suffered or permitted anyone else to generate, use, transport, treat, store, release or dispose of any Hazardous Substance in violation of any Environmental Laws; and (v) there has not been any generation, use, transportation, treatment, storage, release or disposal of any Hazardous Substance in connection with the conduct of the business of the Company or the use of any property or facility by the Company, or to the Knowledge of the Company, any nearby or adjacent properties, in each case, which has created or might reasonably be expected to create any material liability under any Environmental Law or which would require reporting to or notification of any Governmental Body.

 

4.20. Real Property. The Company has not owned, any real property or any interest in any real property.

 

4.21. Broker’s Fees. No broker, finder, agent or similar intermediary has acted on behalf of the Company in connection with this Agreement or the Transactions, and there are no brokerage commissions, finders’ fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with the Company.

 

4.22. Labor Matters. The Company is not now, and has not been in the last five years, bound by or party to any collective bargaining agreement and, to the Knowledge of the Company, no application for certification of a collective bargaining agent is pending. The Company is in compliance with all Applicable Laws applicable to the Company affecting employment practices and terms and conditions of employment.

 

 
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4.23. Certificate of Incorporation, Bylaws, and Minute Books. The copies of the Certificate of Incorporation and of the Bylaws of the Company which have been delivered to UBID are true, correct and complete copies thereof. The corporate minutes of the Company, which have been delivered to UBID are complete and accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the stockholders of the Company since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings. The Company has delivered to Company all books, records, agreements and other material information of the Company relating to the business of the Company. All documents furnished or caused to be furnished to UBID by the Company are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents.

 

4.24. Full Disclosure. This Agreement (including the information contained in the disclosure schedules), does not (i) with respect to the Company, contain any representation, warranty or information that is false or misleading with respect to any material fact, or (ii) with respect to the Company, omit to state any material fact necessary in order to make the representations, warranties and information contained herein (including the information contained in the disclosure schedules), in the context in which made or provided, not false or misleading.

 

Article V

ADDITIONAL AGREEMENTS OF THE PARTIES

 

5.1. Actions Pending Closing. From the date hereof until the Effective Time, unless otherwise agreed to in writing, each of the parties to this Agreement agree to conduct its business and operations only in the ordinary course and in substantially the same manner as heretofore conducted and the Company shall continue to make timely filings (except pursuant to valid extensions) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take any action that will adversely affect the ability of the Company to qualify for quotation of its common stock on the over the counter bulletin board. Without limiting the generality of the foregoing, prior to the Effective Time, none of the parties to this Agreement shall, except as contemplated by this Agreement, without the prior written consent of the other parties to this Agreement, directly or indirectly, do any of the following:

 

(a) except to the extent required by Applicable Law, as contemplated by this Agreement, amend or otherwise change the certificate of incorporation, Bylaws, operating agreement or other similar organizational document;

 

(b) issue or authorize or propose the issuance of, sell, pledge or dispose of, grant or otherwise create, or agree to issue or authorize or propose the issuance, sale, pledge, disposition, grant or creation of any additional shares of, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of, its capital stock or any debt or equity securities convertible into or exchangeable for such capital stock;

 

(c) purchase, redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock (including any security convertible or exchangeable into its capital stock);

 

 
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(d) enter into any Material Contract, except in the ordinary course of business;

 

(e) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, reclassify, recapitalize, split, combine or exchange any of its shares of capital stock;

 

(f) incur or become contingently liable with respect to any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities;

 

(g) (i) increase the compensation payable or to become payable to, or enter into any employment agreement with, any of its directors, executive officers or employees, (ii) grant any severance or termination pay to any director, officer or employee, (iii) enter into any severance agreement with any director, officer or employee, (iv) establish, adopt, enter into, terminate, withdraw from or amend in any material respect or take action to accelerate any rights or benefits under any collective bargaining agreement, any stock option plan or any employee Benefit Plan or policy, or (v) hire any employee or consultant;

 

(h) take any action, other than reasonable actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures, except as may be required by GAAP;

 

(i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other means, any business or any corporation, partnership, association or other business entity;

 

(j) mortgage or otherwise encumber, subject to any Lien, or sell, transfer or otherwise dispose of, any of its properties or assets that are material, individually or in the aggregate;

 

(k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

 

(l) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in its financial statements or incurred in the ordinary course of business and consistent with past practice;

 

(m) take, or agree in writing or otherwise to take, any of the actions described in Sections 6.1(a) through (l) above, or any action which would make any of the representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the parties to this Agreement from performing or cause the parties to this Agreement not to perform their respective covenants under this Agreement in any material respect;

 

 
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(n) waive, release, assign, settle or compromise any material rights, claims or litigation (including any confidentiality agreement);

 

(o) authorize any of, or commit or agree to take any of, the foregoing actions; or

 

(p) make or change any Tax election, settle any audit, claim or examination of Taxes, adopt or apply to change any method of accounting or accounting practice for Tax purposes, file any amended Tax Return, enter into any closing agreement or request a Tax ruling from a Tax authority, settle any claims for Taxes, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Taxes, Tax Return or claim for Taxes, or take any action or fail to take any action that would have a material adverse effect on the Tax liability of any of the parties to this Agreement.

 

5.2. Company Stockholders’ Approval; Information Statement. As soon as practicable after the date hereof, the Company will take all steps necessary to solicit the approval of the requisite number of stockholders of the Company approving the Merger and this Agreement in accordance with the provisions of the DGCL (the “Company Consent”). Except as otherwise contemplated by this Agreement and subject to the exercise of the fiduciary duties of the Company’s directors, the Board of Directors of the Company (i) shall recommend to the stockholders of the Company that they approve the Merger, and (ii) shall use its reasonable best efforts to obtain the Company Consent.

 

5.3. UBID Shareholder’s Approval. As soon as practicable after the date hereof, UBID will take all steps necessary to solicit the approval of the requisite number of its UBID Shareholders approving the Merger and this Agreement in accordance with the provisions of the DGCL (the “UBID Consent”). Except as otherwise contemplated by this Agreement and subject to the exercise of the fiduciary duties of UBID’s Board of Directors, the Board of Directors of UBID (i) shall recommend to the UBID Shareholders that they approve the Merger, and (ii) shall use its reasonable best efforts to obtain the UBID Consent.

 

5.4. Efforts; Consents. Each of the parties to this Agreement agrees to, and to cause its respective Subsidiaries to, use reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable to consummate the Merger and the Transactions. Without limiting the generality of the foregoing, each of the parties hereto shall use, and shall cause its respective Subsidiaries to use, reasonable best efforts to obtain all authorizations, consents, orders and approvals of Federal, state, and local regulatory bodies, that are or may become necessary for the performance of its respective obligations pursuant to this Agreement, the Transactions Documents and the consummation of the Transactions, and shall cooperate fully in promptly seeking to obtain such authorizations, consents, orders and approvals as may be necessary for the performance of its respective obligations pursuant to this Agreement, the Transaction Documents and the Transactions. The parties shall not take, and shall cause their respective Subsidiaries not to take, any action which would have the effect of delaying, impairing or impeding the receipt of any required regulatory approvals, and the parties shall use, and shall cause their respective Subsidiaries to use, reasonable best efforts to secure such approvals as promptly as possible. The parties shall use, and shall cause their respective Subsidiaries to use, reasonable best efforts not to take any action or enter into any transaction which would result in a breach of any covenant made by such party in this Agreement.

 

 
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5.5. Filing of Tax Returns; Payment of Taxes. Each of the parties to this Agreement will prepare in a manner consistent with its past practice and timely file all Tax Returns it is required to file, the due date of which (without extensions) occurs on or before the Closing Date and shall pay all Taxes due with respect to any such Tax Returns.

 

5.6. Confidentiality. Unless (i) otherwise expressly provided in this Agreement, (ii) required by Applicable Law, (iii) necessary to secure any required consents as to which the other party has been advised, or (iv) consented to in writing by UBID and the Company, this Agreement and any information or documents furnished in connection herewith shall be kept strictly confidential by the Company, UBID and their respective officers, directors, employees and agents. Prior to any disclosure pursuant to the preceding sentence, the party intending to make such disclosure shall consult with the other party to the extent practicable regarding the nature and extent of the disclosure. In the event the Merger is not consummated, UBID and the Company shall return to the other all documents furnished by the other and all copies thereof made by such party and will hold in absolute confidence all information obtained from the other party except to the extent (i) such party is required to disclose such information by Law or such disclosure is necessary in connection with the pursuit or defense of a claim, (ii) such information was known by such party prior to such disclosure or was thereafter developed or obtained by such party independent of such disclosure, (iii) such party received such information on a non-confidential basis from a source, other than the other party, which is not known by such party to be bound by a confidentiality obligation with respect thereto or (iv) such information becomes generally available to the public or is otherwise no longer confidential. Prior to any disclosure of information pursuant to the exception in clause (i) of the preceding sentence, the party intending to disclose the same shall so notify the party which provided the same to the extent practicable in order that such party may seek a protective order or other appropriate remedy should it choose to do so.

 

5.7. Notification of Certain Matters. The Company shall give prompt notice to UBID if any of the following occurs after the date of this Agreement: (i) receipt of any notice or other communication in writing from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) receipt of any notice or other communication from any Governmental Authority (including, but not limited to, FINRA, the SEC or any securities exchange) in connection with the transactions contemplated by this Agreement; (iii) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement hereunder not to be complied with or satisfied in any material respect; (iv) the commencement or threat of any litigation involving or affecting the Company, or any of their respective properties or assets; (v) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by the Company of any provision of this Agreement, and (vi) the occurrence of any event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect on the Company.

 

 
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5.8. Non-Solicitation.

 

(a) No party to this Agreement, nor any of their respective officers, directors, employees, agents, affiliates, accountants, counsel, investment bankers, financial advisors or other representatives (collectively, “Representatives”), shall (i) directly or indirectly, initiate, solicit or encourage, or take any action to facilitate the making of, any Acquisition Proposal, (ii) enter into any agreement or take any other action that by its terms could reasonably be expected to adversely affect the ability of the parties hereto to consummate the Merger, or (iii) directly or indirectly engage or otherwise participate in any discussions or negotiations with, or provide any information or data to, or afford any access to their properties, books or records to, or otherwise assist, facilitate or encourage, any person (other than UBID or any affiliate or associate thereof) relating to any Acquisition Proposal.

 

(b) Each of the parties to this Agreement and each of their Representatives shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any other persons conducted heretofore with respect to any Acquisition Proposal.

 

For purposes of this Agreement, an “Acquisition Proposal” means any inquiry, proposal or offer from any person relating to (i) any direct or indirect acquisition or purchase of a business that constitutes 50% or more of the net revenues, net income or assets of any party to this Agreement, taken as a whole, or 50% or more of the common stock or voting power (or of securities or rights convertible into or exercisable for such common stock or voting power) of the Company or UBID, (ii) any tender offer or exchange offer that if consummated would result in any person beneficially owning 50% or more of the common stock or voting power (or of securities or rights convertible into or exercisable for such common stock or voting power) of the Company or UBID, or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, UBID or any of their Subsidiaries that constitutes 50% or more of the net revenues, net income or assets of the Company and its Subsidiaries or UBID and its Subsidiary, as the case may be, taken as a whole, or that results in the stockholders of the Company or the UBID Shareholders, as the case may be, immediately prior to such transaction owning less than 50% of the outstanding voting securities of the Company or UBID, as the case may be, immediately after such transaction, in each case other than the transactions contemplated by this Agreement. Each of the transactions referred to in clauses (i) - (iii) of the foregoing definition of Acquisition Proposal, other than the Merger proposed by this Agreement, is referred to herein as an “Acquisition Transaction.”

 

5.9. Further Assurances. At any time and from time to time after the Closing, each party to this Agreement agrees to cooperate with each other party and to execute and deliver such other documents, instruments of transfer or assignment, files, books and records and do all such further acts as may be reasonably required to consummate the Transactions, including to provide any necessary information in connection with the Company’s filing its Information Statement with the SEC.

 

5.10. Public Disclosure. Prior to the Closing, each party to this Agreement shall consult with each other party before issuing any press release or otherwise making any public statements, announcements or communications with respect to this Agreement or any of the Transactions and shall not issue any such press release or make any such public statement, announcement or communication without the prior written consent of the other parties, which consent shall not be unreasonably withheld, except as may be required by Applicable Law.

 

 
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5.11 Board of Directors. Prior to the Effective Time, the Board of Directors of the Company, in accordance with applicable law, shall take all necessary action (including the resignation of existing directors) to cause its Board of Directors, as of the Effective Time, to consist of a total of six (6) members, with all such directors to be designated in writing by UBID, each to hold office from the Effective Time until their respective successors are duly elected or appointed and qualify, or they resign or are removed.

 

ARTICLE VI

CONDITIONS TO CLOSING

 

6.1 Conditions to Each Party’s Obligations to Consummate the Transactions. The respective obligations of each party to this Agreement to consummate the Transactions shall be subject to the following conditions, unless waived in writing prior to the Closing Date by such party:

 

(a) Consents and Approvals. All consents, approvals, authorizations, orders and action of any Governmental Body required to permit the consummation of the Transactions shall have been obtained or made and shall be in full force and effect.

 

(b) No Restraints. No action shall have been taken, and no statute, rule, regulation, executive order, judgment, decree, or injunction shall have been enacted, entered, promulgated or enforced (and not repealed, superseded, lifted or otherwise made inapplicable), by any court or governmental or regulatory agency of competent jurisdiction which restrains, enjoins or otherwise prohibits the consummation of the Transactions (each party agreeing to use its reasonable best efforts to avoid the effect of any such statute, rule, regulation or order or to have any such order, judgment, decree or injunction lifted).

 

6.2 Conditions to Obligations of the Company to Consummate the Transactions. The obligation of the Company to consummate the Transactions shall be subject to the satisfaction of the following conditions, unless waived in writing prior to the Closing Date by the Company:

 

(a) Representations and Warranties. The representations and warranties of UBID contained herein that are qualified as to materiality or a Material Adverse Effect (or similar concept) shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case at and as of the Effective Time with the same force and effect as though made at and as of the Effective Time (except to the extent a representation or warranty speaks specifically as of an earlier date, in which case as of such date).

 

(b) Performance of Obligations. UBID shall have performed, in all material respects, all obligations and complied with all covenants required by this Agreement to be performed or complied with, in all material respects, including the disclosure of the number of warrant shares to be issued to UBID’s shareholders as set forth in section 3.5 herein, by each of them prior to the Effective Time.

 

 
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(c) Officer’s Certificate. UBID shall have executed and delivered to the Company a certificate, dated the date of Closing and signed by an officer of UBID, evidencing compliance with Sections 6.2(a) and 6.2(b) hereof.

 

(c) Due Diligence. The Company shall have completed its financial, business and legal due diligence investigation of UBID to the Company’s and its counsel’s satisfaction which shall be determined at the sole and absolute discretion of the Company and its counsel.

 

(d) Stock Certificates. Certificates evidencing the number of Merger Shares to be issued to each UBID Shareholder in the names of such UBID Shareholders shall have been delivered by the Company’s agent to counsel to UBID in accordance with Section 2.2.

 

(e) Approval. Holders of at least a majority of the Company’s outstanding capital stock shall have approved the Merger and this Agreement in accordance with the DGCL.

 

(f) Resignations. The member(s) of the Board of Directors and officers of the Company shall have each delivered his or her resignation effective as of the Closing in a form reasonably acceptable to UBID.

 

(g) Material Adverse Effect. There shall not have occurred after the date hereof any event or events that, individually or in the aggregate, constitute a Material Adverse Effect on UBID.

 

6.3 Conditions to Obligations of UBID to Consummate the Transactions. The obligation of UBID to consummate the Transactions shall be subject to the satisfaction of the following conditions, unless waived in writing prior to the Closing Date by Parent and Merger Sub:

 

(a) Representations and Warranties. The representations and warranties of the Company contained herein that are qualified as to materiality or a Material Adverse Effect (or similar concept) shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case at and as of the Effective Time with the same force and effect as though made at and as of the Effective Time (except to the extent a representation or warranty speaks specifically as of an earlier date, in which case as of such date).

 

(b) Performance of Obligations. The Company shall have performed, in all material respects, all obligations and complied with all covenants required by this Agreement to be performed or complied with, in all material respects, by it prior to the Effective Time.

 

 
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(c) Officer’s Certificate. The Company shall have executed and delivered to UBID a certificate, dated the date of Closing and signed by an officer of the Company, evidencing compliance with Sections 6.3(a) and 6.3(b) hereof.

 

(d) Due Diligence. UBID shall have completed its financial, business and legal due diligence investigation of the Company to UBID’s and its counsel’s satisfaction which shall be determined at the sole and absolute discretion of UBID and its counsel.

 

(e) Approval. Holders of at least a majority of the outstanding UBID voting securities shall have approved the Merger and this Agreement in accordance with the DGCL.

 

(f) Material Adverse Effect. There shall not have occurred after the date hereof any event or events that, individually or in the aggregate, constitute a Material Adverse Effect on the Company.

 

Article VII

TERMINATION

 

7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of this Agreement and the Merger by the stockholders of the Company:

 

(a) by the mutual written consent of the parties to this Agreement;

 

(b) by either the Company or UBID, by written notice to the other if, for any reason, the Closing has not occurred prior to the close of business on or before October 31, 2018; provided, however, that (i) the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to the Company or UBID, as applicable, if the party seeking to terminate the Agreement is responsible for the delay;

 

(c) by either the Company or UBID, by written notice to the other, if any court of competent jurisdiction shall have issued an order, judgment or decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting the Merger and such order, judgment or decree shall have become final and nonappealable;

 

(d) at the election of the Company, if (i) UBID has materially breached any representation, warranty, covenant or agreement contained in this Agreement, which breach has not been cured on or before thirty (30) Business Days following delivery of written notice of such breach by the Company to UBID; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(d) (A) shall not be available to the Company if the Company at such time, is in material breach of any representation, warranty, covenant or agreement set forth in this Agreement, or (B) if the Company or its counsel is not satisfied with the financial, business or legal due diligence investigation of UBID or any item or issue that is discovered in the course of such investigation as determined by the Company or its counsel in its sole and absolute discretion; and

 

 
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(e) at the election of UBID, if the Company has materially breached any representation, warranty, covenant or agreement contained in this Agreement, which breach has not been cured on or before thirty (30) Business Days following delivery of written notice to the Company of such breach by UBID; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(e) shall not be available to UBID if UBID, at such time, is in material breach of any representation, warranty, covenant or agreement set forth in this Agreement.

 

7.2 Effect of Termination. In the event of the termination of this Agreement by either the Company or UBID pursuant to Section 7.1, (i) this Agreement shall forthwith become void and have no further force or effect, and (ii) there shall be no further liability under this Agreement on the part of UBID or the Company, other than pursuant to the provisions of Section 5.6, Section 5.7, this Section 7.2 and Section 7.3.

 

7.3 Expenses; Termination Fees.

 

(a) Except as set forth in this Section 7.3, all costs and expenses incurred in connection with this Agreement and the Transaction shall be paid by the party incurring such costs and expenses, whether or not the Merger is consummated. In the event a party terminates this Agreement, other than as may be permitted in accordance with Section 7.1, such terminating party shall be required to pay the other party’s fees incurred in connection with the transactions contemplated hereunder.

 

(b) All payments under this Section 7.3 shall be made by wire transfer of immediately available funds to an account designated by the party to whom such payment will be made.

 

(c) The term “Expenses” shall mean all out-of-pocket expenses incurred by the Company and its affiliates in connection with this Agreement, any letter of intent related to this Agreement, and the transactions and due diligence contemplated hereby, including, without limitation, fees and expenses of accountants, attorneys and financial advisors.

 

(d) The parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither UBID nor the Company would enter into this Agreement. Accordingly, if either party fails to promptly pay any amounts owing pursuant to this Section 7.3 when due, then the party from whom such payment is due shall in addition thereto pay to the other party all costs and expenses (including fees and disbursements of counsel) incurred in collecting such amounts, together with interest on such amounts (or any unpaid portion thereof) from the date such payment was required to be made until the date such payment is received by the party entitled to such payment hereunder at the prime rate of Chase Manhattan as in effect from time to time during such period.

 

 
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Article VIII

MISCELLANEOUS

 

8.1 Certain Definitions; Rules of Construction. Definitions shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed to be references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. All Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein and, unless otherwise defined therein, all terms used in any Exhibit or Schedule shall have the meaning ascribed to such term in this Agreement. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise expressly provided herein, any agreement, plan, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, plan, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. For the purposes of this Agreement, the following terms shall have the following meanings:

 

“Acquisition Proposal” has the meaning set forth in Section 5.9.

 

“Acquisition Transaction” has the meaning set forth in Section 5.9.

 

“Adjustment Event” has the meaning set forth in Section 2.3.

 

“Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. The term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 

“Articles of Merger” has the meaning set forth in Section 1.2.

 

“Applicable Law” means any Federal, state or local law, regulation, code, ordinance, statute, rule, Order, judgment, decree or other requirement of a Governmental Body applicable to the business of the Company or UBID, as the context may require.

 

“Benefit Plan” means each deferred compensation, executive compensation, incentive compensation, stock purchase or other stock-based compensation plan, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee Benefit Plan, program, agreement or arrangement, including, without limitation, each “employee Benefit Plan” as such term is defined under Section 3(3) of ERISA.

 

 
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“Business Day” means any day other than Saturday or Sunday or any other day on which banks in the State of New York are permitted or obligated to be closed for business.

 

“Claim” means any action, suit, claim, complaint, demand, litigation or similar proceeding.

 

“Closing” has the meaning set forth in Section 1.2.

 

“Closing Date” has the meaning set forth in Section 1.2.

 

“Code” means the Internal Revenue Code of 1986, as amended.

 

“Company” has the meaning set forth in the preamble.

 

“Company Certificates” has the meaning set forth in Section 2.2(a).

 

“Company Common Stock” has the meaning set forth in Section 2.1(a).

 

“Company Consent” has the meaning set forth in Section 5.2.

 

“Company Stockholder” and “Company Stockholders” have the meaning set forth in Section 2.1.

 

“Company Warrant” has the meaning set forth in Section 2.4(a).

 

“Effective Time” has the meaning set forth in Section 1.2.

 

“Environmental Laws” means all applicable statutes, rules, regulations, ordinances, orders, decrees, judgments, permits, licenses, consents, approvals, authorizations, and governmental requirements or directives or other obligations lawfully imposed by Governmental Body under federal, state, local or common law, indemnity agreements or other contractual obligations, in each case, pertaining to the protection of the environment, protection of public health, protection of worker health and safety, the treatment, emission and/or discharge of gaseous, particulate and/or effluent pollutants, and/or the handling of hazardous materials, including, without limitation, the Clean Air Act, 42 U.S.C. § 7401, et seq., the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. § 9601, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1321, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (“RCRA”), and the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.

 

“Exchange Act” means the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

“Exchange Agent” has the meaning set forth in Section 2.2.

 

“Expenses” has the meaning set forth in Section 7.3(d).

 

 
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“Certificate of Merger” has the meaning set forth in Section 1.2.

 

“Fully Diluted Basis” shall mean that the amount of common stock of an entity outstanding shall be determined on the basis that all outstanding options, warrants and other convertible securities shall be deemed to be fully exercised or converted (as the case may be) into common stock.

 

“GAAP” has the meaning set forth in Section 4.7(b).

 

“Governmental Body” means any court, administrative or regulatory agency or commission or other governmental authority of competent jurisdiction.

 

“Government Agency” means (i) the United States Government, including all departments and agencies of any branch of the United States Government, all independent agencies or instrumentalities and all non-appropriated fund activities within the United States Government and United States Government corporations, and (ii) any state or local government, including all departments, agents, agencies, branches, independent agencies or instrumentalities, activities, and non-appropriated fund activities of or within a state or local government and all state or local government corporations.

 

“Hazardous Substances” means any pollutants, contaminants, toxic or hazardous or extremely hazardous substances, materials, wastes, constituents, compounds, chemicals (including, without limitation, petroleum or any by-products or fractions thereof, any form of natural gas, Bevill Amendment materials, lead, asbestos and asbestos-containing materials, building construction materials and debris, polychlorinated biphenyls (“PCBs”) and PCB-containing equipment, radon and other radioactive elements, ionizing radiation, electromagnetic field radiation and other non-ionizing radiation, sonic forces and other natural forces, infectious, carcinogenic, mutagenic, or etiologic agents, pesticides, defoliants, explosives, flammables, corrosives and urea formaldehyde foam insulation) that are regulated by any Environmental Laws.

 

“Intellectual Property” means all of the following as they are used in connection with the business of a Person as presently conducted and as they exist in all jurisdictions throughout the world, in each case, to the extent owned by such Person:

 

(a) patents, patent applications and inventions, designs and improvements described and claimed therein, patentable inventions and other patent rights (including any divisions, continuations, continuations-in-part, substitutions, or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are modified, withdrawn, or resubmitted);

 

(b) trademarks, service marks, trade dress, trade names, brand names, designs, logos, or corporate names, whether registered or unregistered, and all registrations and applications for registration thereof;

 

(c) copyrights and mask works, including all renewals and extensions thereof, copyright registrations and applications for registration thereof;

 

 
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(d) trade secrets, confidential business information and other proprietary information, concepts, ideas, designs, research or development information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how, technical data and databases, discoveries, inventions, modifications, extensions, improvements, and other proprietary rights (whether or not patentable or subject to copyright, mask work, or trade secret protection);

 

(e) computer software programs, including, without limitation, all source code, object code, and documentation related thereto; and

 

(f) Internet addresses, domain names, web sites, web pages and similar rights and items.

 

“Investment Letter” has the meaning set forth in Section 6.1(c).

 

“Knowledge” with respect to any Person, means the actual knowledge of any of the officers or directors of such Person after diligent inquiry.

 

“Legal Proceedings” has the meaning set forth in Section 3.7.

 

“Lien” means any mortgage, pledge, lien, charge, easement, restrictive covenant, encumbrance, voting or transfer restriction, or security interest.

 

“Material Adverse Effect” means any change, effect, event or occurrence that is materially adverse to the condition (financial or otherwise), assets, properties, business or operations of a Person and its Subsidiaries, taken as a whole.

 

“Material Contract” means all of the following contracts, agreements, undertakings or arrangements, whether or not in writing, to which a Person is a party or by or to which any of them or any of their assets or properties are bound or subject, with respect to: (i) any current or former officer, director, stockholder, employee, consultant, agent or other representative or with an entity in which any of the foregoing is a contracting person; (ii) any labor union or association representing any employee; (iii) the purchase or sale of materials, supplies, equipment, merchandise or services that contain an escalation, renegotiation or redetermination clause calling for an aggregate purchase or sale price or payments of more than $1,000 in any one case (or in the aggregate, in the case of any related series of contracts and other agreements); (iv) the sale of any of its assets or properties other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of its assets or properties; (v) joint ventures, strategic alliances or partnerships; (vi) an indemnity or sharing of any tax liability of any third party; (vii) the purchase or sale price or payments of more than $5,000 in any one case (or in the aggregate, in the case of any related series of contracts and other agreements) that cannot be canceled by such Person with less than ninety days’ notice without incurring liability, premium or penalty; (viii) the sharing of fees, the rebating of charges or other similar arrangements; (ix) obligations or liabilities of any kind to holders of such Person securities as such; (x) covenants of such Person not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with the such Person in any line of business or in any geographical area; (xi) the acquisition by the such Person of any operating business, including the assets or the capital stock of any other person; (xii) options for the purchase of any asset, tangible or intangible, requiring the payment to any person of a commission or fee; (xiii) the payment of fees or other consideration on behalf of any officer or director of such Person or to any other entity in which any of the foregoing has an interest; (xiv) the borrowing of money; (xv) any purchase price or sale price or payments of more than $5,000 in any one case (or in the aggregate, in the case of any related series of contracts and other agreements) whether or not made in the ordinary course of business; (xvi) the purchase or sale of material, supplies, equipment, merchandise, intellectual property, real property, assets (whether tangible or intangible) or services where the purchase or sale price, the estimated purchase or sale price, the maximum order price, the maximum contract price, or the ceiling price (whether in one case or in the aggregate, in the case of a related series of contracts or other agreements) is more than $10,000, and a party to the contract or the known end or ultimate user, seller, or purchaser is any Government Agency; (xvii) any schedule contracts with the United States General Services Administration or any multiple award schedule contracts, basic agreements, basic ordering agreements, or blanket purchase agreements with any Government Agency; and (xviii) any other contract, agreement or arrangement that is material to the business of a Person.

 

 
page 32 of 36

 

“Maximum Capitalization” has the meaning set forth in Section 4.5(a).

 

“Merger” has the meaning set forth in the recitals.

 

“Merger Shares” has the meaning set forth in Section 2.1(b).

 

“Orders” has the meaning set forth in Section 3.9.

 

“OTC Documents” shall mean all forms, reports, schedules, statements, and other documents required to be filed by the Company under the Alternative Reporting Standard of the OTC Pink Open Market.

 

“Permitted Liens” has the meaning set forth in Section 3.8.

 

“Person” means any individual, corporation, partnership, limited liability company or partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government (including any agency or political subdivision thereof).

 

“Recent Reports” has the meaning set forth in Section 4.8.

 

“Representatives” has the meaning set forth in Section 5.9.

 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

“Subsidiary” of any Person means any corporation, partnership, joint venture or other legal entity of which such Person (either directly or through or together with any other Subsidiary of such Person), owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or similar governing body of such corporation, partnership, joint venture or other legal entity.

 

 
page 33 of 36

 

“Surviving Corporation” has the meaning set forth in Section 1.1.

 

“Tax” or “Taxes” means any taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, franchise, profits, gross receipts, capital, sales, use, ad valorem, value added, transfer, transfer gains, inventory, capital stock, license, withholding, payroll, employment, social security (or similar), unemployment, excise, severance, stamp, occupation, real or personal property, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, registration, alternative or add-on minimum, and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, together with any interest and any penalties, fines, additions to tax or additional amounts thereon whether disputed or not, imposed by any taxing authority (Federal, state, local or foreign) and shall include any transferee liability in respect of Taxes.

 

“Tax Return” means any returns, declarations, reports, estimates, information returns or statements relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

 

“Transaction Documents” means this Agreement and each of the agreements and instruments contemplated hereby or thereby, including, without limitation, the Delaware Certificate of Merger and the Delaware Articles of Merger, the officer’s certificate to be delivered by UBID pursuant to Section 6.2(c) and the Company pursuant to Section 6.3(c), the disclosure schedules and all documents, instruments or agreements attached to or contemplated by any of the foregoing.

 

“Transactions” has the meaning set forth in Section 3.3.

 

“UBID” has the meaning set forth in the preamble.

 

“UBID Financial Statements” has the meaning set forth in Section 3.14.

 

“UBID Shareholder” and “UBID Shareholders” have the meaning set forth in Section 2.1(a).

 

“UBID Warrant” has the meaning set forth in Section 2.4.

 

8.2 Waivers and Amendments. Subject to Applicable Law, this Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties hereto or, in the case of a waiver, by or on behalf of the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.

 

8.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS OF SUCH STATE, APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

 

 
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8.4 Notices. Any notices or other communications required under this Agreement shall be in writing and be effective upon delivery if given by hand delivery, electronic mail with confirmation of receipt or facsimile transmission or on the next day after given if delivered by overnight courier, and shall be given at the addresses or facsimile numbers set forth below, with copies provided as follows:

 

  (g) if to the Company:

 

Incumaker, Inc.

327 Dahlonega Road

Suite 1701B

Cumming, Georgia 30040

Attn: Darren Bankston, CEO

Email: incumaker@gmail.com

 

  (h) if to UBID:

 

uBid Holdings, Inc.

566 W. Adams Street

Suite 250

Chicago, Illinois 60661

Attn: Ketan Thakker, CEO

Email: ketan.thakker@ubid.com

 

or at such other place or places or to such other person or persons as shall be designated in writing by the parties to this Agreement in the manner herein proved.

 

8.5 Section Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

 

8.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument. This Agreement may be executed by facsimile or other electronic image transmission technology. Copies of signature pages delivered by facsimile or other means of electronic image transmission shall have the same force and effect as originals thereof.

 

8.7 Assignments. This Agreement, by operation of law or otherwise, shall be binding upon and inure to the benefit of successors and legal representatives of the parties hereto.

 

8.8 Entire Agreement; Enforceability. This Agreement and the Transaction Documents, including the Exhibits and Schedules attached hereto and thereto: (i) constitute the entire agreement among the parties with respect to the Transactions and supersedes all prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof and thereof; and (ii) shall be binding upon, and are solely for the benefit of each party hereto and nothing in this Agreement is intended to confer upon any other Person any rights or remedy of any nature whatsoever hereunder or by reason of this Agreement or any of the Transaction Documents.

 

8.9 Severability. Any term or provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

 

8.10 Third Party Beneficiary. The parties intend that there are no third party beneficiaries to this Agreement.

 

 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan of Merger to be duly executed as of the date first above written.

 

  UBID HOLDINGS, INC.
     
  By: /s/ Ketan Thakker
  Name: Ketan Thakker
  Title: President
     
  INCUMAKER, INC.
     
  By: /s/ Darren Bankston
  Name: Darren Bankston
  Title: CEO

 

 
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UBID AND INCUMAKER DISCLOSURE SCHEDULES

 

Schedule 3.13(a) uBID has not filed any federal or state tax returns since 2012 but is preparing those tax returns and expects to have them filed within 30 calendar days from the Closing Date.

 

Schedule 4.10 On December 17, 2017, a lawsuit that had been dismissed by the plaintiff on July 21, 2017, was refiled against the Company pursuant to Georgia’s renewal statute (O.C.G.A. 9-2-61), titled Oelshlager v. Cryomist II, Cryomist III and Incumaker, Inc. (Fulton County Georgia State Court). The lawsuit alleges that Incumaker is liable for the conduct of its subsidiary on the theory that it is the parent of these separate corporations and that the Cryomist Companies were merely the alter ego of Incumaker. The Company plans to vigorously defend itself against this lawsuit.

 

On May 11, 2018, a lawsuit was filed by Louis Thomson claiming that the Company had failed to reimburse him rent money he paid as the Guarantor under the lease for the Cryomist III premises, located in Buford, Georgia. The Company and Mr. Thomson had entered into a joint venture whereby the Company would purchase from Mr. Thomson all of his shares and interest in Cryomist III. The joint venture included terms whereby the Company would assume the five-year lease pursuant to a Lease Assignment dated February 13, 2014. In addition, Mr. Thomson was to remain as the guarantor of the lease. Cryomist III ceased operations only three months after the execution of the joint venture with several years remaining on the lease. Mr. Thomson negotiated and paid a large settlement to the landlord of the lease for the remaining rent without ever consulting the Company as the principal under the lease. The Company has denied that it is liable for the reimbursement of such rent payments since Mr. Thomson entered into a settlement for the payment of such rent without the Company’s knowledge. The Company has also filed counterclaims against Mr. Thomson for breach of contract and set-off for monies Mr. Thomson owes the Company but refuses to pay. The Company plans to vigorously defend itself against the claims in this lawsuit and to diligently pursue its counterclaims.

 

Schedule 4.5 – See attached Incumaker Debt Schedule

 

Schedule 4.5(c) – 500,000 warrants issued to Street Capital convertible at $0.07 with an exercise termination date of November 11, 2018

 

Schedule 4.18 – The Company has not filed its 2017 Federal and state tax returns which will be filed following receipt by the Company’s tax preparer of the Company’s final audited financial report expected no later than October 31, 2018.

 

 

 

 EX-3.1 3 ex3-1.htm

 

Exhibit 3.1

page 1 of 18

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:32 PM 04/13/2011
FILED 04:27 PM 04/13/2011
SRV 110412783 - 4968487 FILE		  

 

CERTIFICATE OF INCORPORATION

 

OF

 

INCUMAKER, INC.

 

The undersigned, a natural person, for the purpose of organizing a corporation for conducting business and promoting the purposes hereinafter stated, under the provision and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware” or “DGLC”), hereby certifies that:

 

FIRST: Name. The name of the corporation is Incumaker, Inc. (the “Corporation”).

 

SECOND: Registered Office. The registered office of the Corporation is to be located in the City of Wilmington, County of New Castle, in the State of Delaware. The name of its registered agent is the Corporation Service Company, whose address is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

 

THIRD: Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

 

FOURTH: Capital Stock.

 

A. Authorized. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Eighty-five Million (85,000,000), of which Seventy-Five Million (75,000,000) shares shall be common stock, $.001 par value per share (the “Common Stock”), and Ten Million (10,000,000) shares shall be preferred stock, $.001 par value per share (the “Preferred Stock”).

 

B. Provisions Relating to Preferred Stock. Shares of Preferred Stock may be issued from time to time in series, and the Board of Directors of the Corporation is hereby authorized, subject to the limitations provided by law, to establish and designate one or more series of the Preferred Stock, to fix the number of shares constituting each series, and to fix the designations, powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of each series and the variations and the relative rights, preferences and limitations as between series, and to increase and to decrease the number of shares constituting each series. The authority of the Board of Directors of the Corporation with respect to each series shall include, but shall not be limited to, the authority to determine the following:

 

(i) The designation of such series.

 

(ii) The number of shares initially constituting such series.

 

(iii) The increase, and the decrease to a number not less than the number of the outstanding shares of such series, of the number of shares constituting such series theretofore fixed.

 

(iv) The rate or rates, and the conditions upon and the times at which dividends on the shares of such series shall be paid, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of stock of the Corporation, and whether or not such dividends shall be cumulative, and, if such dividends shall be cumulative, the date or dates from and after which they shall accumulate.

 

 
page 2 of 18

 

(v) Whether or not the shares of such series shall be redeemable, and, if such shares shall be redeemable, the terms and conditions of such redemption, including, but not limited to, the date or dates upon or after which such shares shall be redeemable and the amount per share which shall be payable upon such redemption, which amount may vary under different conditions and at different redemption dates.

 

(vi) The rights to which the holders of the shares of such series shall be entitled upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation, which rights may be different in the case of a voluntary liquidation, dissolution or winding up than in the case of such an involuntary event.

 

(vii) Whether or not the shares of such series shall have voting rights, in addition to the voting rights provided by law, and, if such shares shall have such voting rights, the terms and conditions thereof, including, but not limited to, the right of the holders of such shares to vote as a separate class either alone or with the holders of shares of one or more other series of Preferred Stock and the right to have more than one vote per share.

 

(viii) Whether or not a sinking fund or a purchase fund shall be provided for the redemption or purchase of the shares of such series, and, if such a sinking fund or purchase fund shall be provided, the terms and conditions thereof.

 

(ix) Whether or not the share of such series shall be convertible into, or exchangeable for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation, and, if provision be made for conversion or exchange, the terms and conditions of conversion or exchange, including, but not limited to, any provision for the adjustment of the conversion or exchange rate or the conversion or exchange price.

 

(x) Any other relative rights, preferences and limitations.

 

C. Provisions Relating to Common Stock.

 

(i) Dividends. Subject to the preferential dividend rights applicable to shares of the Preferred Stock pursuant to Part D of this Article FOURTH and as determined by the Board of Directors of the Corporation pursuant to the provisions of Part B of this Article FOURTH, the holders of shares of the Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors of the Corporation.

 

(ii) Liquidation. Subject to the preferential liquidation rights pursuant to Part D of this Article FOURTH and as determined by the Board of Directors of the Corporation pursuant to the provisions of Part B of this Article FOURTH, in the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, the holders of shares of the Common Stock shall be entitled to receive all of the assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares of the Common Stock held by them.

 

(iii) Voting. Except pursuant to Part D of this Article FOURTH or as determined by the Board of Directors of the Corporation pursuant to the provisions of Part B of this Article FOURTH, the holders of shares of the Common Stock shall be entitled to vote on all matters at all meetings of the stockholders of the Corporation, and shall be entitled to one vote for each share of the Common Stock entitled to vote at such meeting, voting together with the holders of the Preferred Stock who are entitled to vote thereon, and not as a separate class.

 

 
page 3 of 18

 

D. Designation of Series B Convertible Preferred Stock. The designations, powers, preferences, rights, qualifications, limitations or restrictions relating to the Series B Convertible Preferred Stock shall be as set forth in Exhibit A attached hereto.

 

FIFTH: Classified Directors.

 

A. Classification. The total number of directors shall be divided into three classes, designated Class I, Class II and Class III, with each class containing one-third of the total, as near as may be possible. The term of office of directors of one class shall expire at each meeting of stockholders. The initial term of office of directors of Class I shall expire at the annual meeting of stockholders in 2000; that of Class II shall expire at the annual meeting of stockholders in 2001; and that of Class III shall expire at the annual meeting of stockholders in 2002; and in any cases as to each director until his successor shall be elected and shall qualify or until his earlier resignation, removal from office, death or disability. Additional directorships resulting from an increase in the number of directors shall be apportioned among the classes as equally as possible. At each annual meeting of stockholders, the number of directors equal to the number of directors of the class whose term expires at such meeting (or, if less, the number of directors properly nominated and qualified for election) shall be elected to hold office until the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock of the Corporation shall have the right, voting separately as a class, to elect a director or directors, the director or directors so elected shall not be classified pursuant to this Article FIFTH, and the term of the director or directors so elected shall expire at the next succeeding annual meeting of stockholders.

 

B. Vote to Change. Notwithstanding any other provision of this Certificate of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, the Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of sixty-six and two-thirds (66 2/3%) percent of all classes of stock of the Corporation entitled to vote generally in election of directors, considered for purposes of this Article FIFTH as one class, shall be required to amend, alter, change, repeal or adopt any provision inconsistent with this Article FIFTH.

 

SIXTH: Incorporator. The name and mailing address of the incorporator is:

 

Name   Mailing Address
     
Robert J. Mortem   Investment Law Group of Gillett,
    Mottern & Walker, LLP
    1230 Peachtree Street, N.E.
    Suite 2445
    Atlanta, Georgia 30309

 

SEVENTH: Compromise. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said organization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

 

 
page 4 of 18

 

EIGHTH: Board of Directors and By-Laws. All corporate powers shall be exercised by the Board of Directors, except as otherwise provided by statute, by this Certificate of Incorporation, by the By-Laws, or by any agreement among all of the stockholders. The By-Laws may be adopted, amended or repealed by the Board of Directors of the Corporation, except as otherwise provided by law, but any by-law made by the Board of Directors is subject to amendment or repeal by the stockholders of the Corporation.

 

NINTH: Limited Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any improper personal benefit. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

 

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

 

TENTH: Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative or investigative, or by or in the right of the Corporation to procure judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, in accordance with and to the full extent permitted by statute. Expenses (including attorneys’ fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under this Certificate of Incorporation or any agreement or vote of stockholders of disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

 

 
page 5 of 18

 

IN WITNESS WHEREOF, Incumaker, Inc. has caused this Certificate of Incorporation to be duly executed by the undersigned this 12th day of April, 2011.

 

  INCUMAKER, INC
     
  By: /s/ Robert J. Mottern
  Name: Robert J. Mottern
  Title: Incorporator

 

 
page 6 of 18

 

EXHIBIT A

 

CERTIFICATE OF DESIGNATION,

OF THE RIGHTS AND PREFERENCES

OF

SERIES B CONVERTIBLE PREFERRED STOCK

OF

INCUMAKER, INC.

 

Incumaker, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that the following resolutions were adopted by the Board of Directors of the Company pursuant to the authority of the Board of Directors as required by Section 151 of the Delaware General Corporation Act (the “DGCL”).

 

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Company (the “Board of Directors” or the “Board”) in accordance with the provisions of its Articles of Incorporation and Bylaws, each as amended through the date hereof, the Board of Directors hereby authorizes a series of the Company’s previously authorized Preferred Stock, $.001 par value (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof as follows:

 

I. CERTAIN DEFINITIONS

 

For purposes of this Certificate of Designation, capitalized terms are defined in this Certificate of Designation or shall have the following meanings:

 

“Change of Control” means the acquisition, directly or indirectly, by any Person of ownership of, or the power to direct the exercise of voting power with respect to, a majority of the issued and outstanding voting shares of the Company.

 

“Common Stock” means the common stock of the Company, par value $.001 per share.

 

“Issuance Date” means the date of the Closing under the Convertible Preferred Stock Purchase Agreement with respect to the initial issuance of the Series B Preferred Stock.

 

“Per Share Market Value” of the Common Stock means on any particular date (a) the last sale price of shares of Common Stock on such date or, if no such sale takes place on such date, the last sale price on the most recent prior date, in each case as officially reported on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, or (b) if the Common Stock is not then listed or admitted to trading on any national securities exchange, the closing bid price per share as reported by Nasdaq, or (c) if the Common Stock is not then listed or admitted to trading on the Nasdaq, the closing bid price per share of the Common Stock on such date as reported on the OTCBB or if there is no such price on such date, then the last bid price on the date nearest preceding such date, or (d) if the Common Stock is not quoted on the OTCBB, the closing bid price for a share of Common Stock on such date in the over-the-counter market as reported by the Pinksheets LLC (or similar organization or agency succeeding to its functions of reporting prices) or if there is no such price on such date, then the last bid price on the date nearest preceding such date, or (e) if the Common Stock is no longer publicly traded, the fair market value of a share of the Common Stock as determined by an Appraiser (as defined in the Certificate of Designation) selected in good faith by the holders of a majority of the Series B Preferred Stock; provided, however, that the Company, after receipt of the determination by such Appraiser, shall have the right to select an additional Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Appraiser.

 

 
page 7 of 18

 

“Person” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.

 

“Purchase Agreement” means the Convertible Preferred Stock Purchase Agreement dated March 24, 2004, by and between the Company and the purchaser set forth in Schedule 1 thereto (the “Purchaser”).

 

“Redemption Price” means the Stated Value of any share of Series B Preferred Stock that is subject to redemption.

 

“Trading Day” means (a) a day on which the Common Stock is quoted on the OTCBB or principal stock exchange on which the Common Stock has been listed, or (b) if the Common Stock is not quoted on the OTCBB or any stock exchange, a day on which the Common Stock is quoted in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. (“NASD”), or (c) if the Common Stock is not quoted on the NASD, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pinksheets LLC (or any similar organization or agency succeeding its functions of reporting prices).

 

II. DESIGNATION AND AMOUNT

 

The designation of this series, which consists of three hundred fifty thousand (350,000) shares of Preferred Stock, is the Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and the stated value shall be U.S. ten dollars ($10.00) per share (the “Stated Value”).

 

III. DIVIDENDS

 

The holder of the shares of Series B Preferred Stock as they appear on the stock records of the Company (“Holder” or “Holders”) shall not be entitled to receive any dividends.

 

IV. CONVERSION

 

(a) Each outstanding share of Series B Preferred Stock shall be convertible into the number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price as defined below, and subject to the Limitation on Conversion in Section 4.13 of the Purchase Agreement, at the option of the Holder in whole or in part, at any time commencing on or after the Issuance Date; provided that, any conversion under this Section IV(a) shall be for a minimum Stated Value of $10,000.00 of Series B Preferred Stock. The Holder shall effect conversions by sending the form of conversion notice attached hereto as Appendix I (the “Notice of Conversion”) in the manner set forth in Section IV(j). Each Notice of Conversion shall specify the Stated Value of Series B Preferred Stock to be converted. The date on which such conversion is to be effected (the “Conversion Date”) shall be on the date the Notice of Conversion is delivered pursuant to Section IV(j) hereof. Except as provided herein, each Notice of Conversion, once given, shall be irrevocable. If the Holder is converting less than all of the shares represented by a certificate for the Series B Preferred Stock tendered by the Holder in the Notice of Conversion, the Company shall deliver to the Holder a new Series B Preferred Stock certificate for such number of shares as has not been converted within five (5) Business Days of the Company’s receipt of the original certificate of Series B Preferred Stock and Notice of Conversion. Upon the entire conversion of the Series B Preferred Stock or the redemption of the Series B Preferred Stock, the certificates for such Series B Preferred Stock shall be returned to the Company for cancellation.

 

 
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(b) Not later than ten (10) Business Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of the Series B Preferred Stock and (ii) once received from the Company, the number of shares of Series B Preferred Stock equal to the number of shares of the Series B Preferred Stock not converted; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any Series B Preferred Stock until the Series B Preferred Stock are either delivered for conversion to the Company or any transfer agent for the Series B Preferred Stock or Common Stock, or the Holder notifies the Company that such Series B Preferred Stock certificates have been lost, stolen or destroyed and provides an agreement reasonably acceptable to the Company to indemnify the Company from any loss incurred by it in connection therewith. In the case of a conversion pursuant to a Notice of Conversion, if such certificate or certificates are not delivered by the date required under this Section IV(b), the Holder shall be entitled, by providing written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Series B Preferred Stock tendered for conversion.

 

(c) Intentionally omitted.

 

(d) (i) The Conversion Price for each share of Series B Preferred Stock in effect on any Conversion Date shall be the lesser of (a) one dollar and seventy five cents ($1.75) (the “Fixed Conversion Price”) or (b) eighty percent (80%) of the lowest closing bid price for the Common Stock in the ten (10) business days preceding the date of conversion, but in no event less than fifty percent (50%) of the Fixed Conversion Price (the “Floating Conversion Price”). For purposes of determining the closing bid price on any day, reference shall be to the closing bid price for a share of Common Stock on such date on the NASD OTC Bulletin Board, as reported on Bloomberg, L.P. (or similar organization or agency succeeding to its functions of reporting prices).

 

(ii) If the Company, at any time while any Series B Preferred Stock are outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Junior Securities (as defined below) payable in shares of its capital stock (whether payable in shares of its Common Stock or of capital stock of any class), (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, the Fixed Conversion Price designated in Section IV(d)(i) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock of the Company outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section IV(d)(ii) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

 

(iii) If, at any time while any of the Series B Preferred Stock is outstanding, the Company issues or sells shares of Common Stock, or options, warrants or other rights to subscribe for or purchase shares of Common Stock at a price per share that is less than fifty percent (50%) of the Fixed Conversion Price (the “Floor Conversion Price”), then the Floor Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such shares, options, warrants or rights plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Floor Conversion Price, and the denominator of which shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such options, rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. There will be no adjustment of the Fixed Conversion Price under this subsection IV(d)(iii) if (A) warrants or options are issued to employees or consultants of the Company for services rendered or to be rendered to the Company or if Common Stock is issued upon the exercise of such warrants or options, or (B) other options, warrants or rights to subscribe for or purchase common stock that, in any case, are issued at an exercise or subscription price that is equal to or greater than the Floor Conversion Price.

 

 
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(iv) If the Company, at any time while Series B Preferred Stock are outstanding, shall distribute to all holders of Common Stock (and not to Holders of Series B Preferred Stock) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security then in each such case the Conversion Price at which each Series B Preferred Stock shall thereafter be convertible shall be determined by multiplying the Fixed Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and of which the numerator shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, however that in the event of a distribution exceeding ten percent (10%) of the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Company) (an “Appraiser”) selected in good faith by the Holders of a majority of the principal amount of the Series B Preferred Stock then outstanding; and provided, further, that the Company, after receipt of the determination by such Appraiser shall have the right to select an additional Appraiser, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser, In either case the adjustments shall be described in a statement provided to the Holder and all other Holders of Series B Preferred Stock of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

 

(v) All calculations under this Article IV shall be made to the nearest 1/1000th of a cent or the nearest l/1000th of a share, as the case may be. Any calculation over .005 shall be rounded up to the next cent or share and any calculation less than .005 shall be rounded down to the previous cent or share.

 

(vi) In the event the Fixed Conversion Price is not adjusted pursuant to Section IV(d)(ii), (Hi), (iv), or (v), within ten (10) Business Days following the occurrence of an event described therein, and is still not adjusted following thirty (30) days notice from the Holder to the Company requesting that such adjustment be made, then the Holder shall have the right to require the Company to redeem all of the Holder’s Series B Preferred Stock at the Stated Value of such Holder’s Series B Preferred Stock, and the Company shall pay such amount to the Holder pursuant to the written instructions provided by the Holder.

 

(vii) Whenever the Fixed Conversion Price is adjusted pursuant to Section IV(d)(ii), (iii), (iv) or (v), the Company shall within two (2) days after the determination of the new Fixed Conversion Price mail and fax to the Holder and to each other Holder of Series B Preferred Stock, a notice setting forth the Fixed Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

 

 
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(viii) In case of any reclassification of the Common Stock, any consolidation or merger of the Company with or into another person, the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then each holder of Series B Preferred Stock then outstanding shall have the right thereafter to convert such Series B Preferred Stock only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange (except in the event the property is cash, then the Holder shall have the right to convert the Series B Preferred Stock and receive cash in the same manner as other stockholders), and the Holder shall be entitled upon such event to receive such amount of securities or property as the shares of the Common Stock into which such Series B Preferred Stock could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the holder the right to receive the securities or property set forth in this Section IV(d)(viii) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges. Notwithstanding the foregoing, in the event of any merger, consolidation or change of control of the Company, then as provided in the Purchase Agreement, the Company shall have the right to demand that the Holder convert all Series B Preferred Stock then held by the Purchaser into Common Stock upon the terms and conditions set forth in this Certificate of Designation. If the Holder does not comply with such demand, the Company may redeem all Series B Preferred Stock held by the Purchaser at their Stated Value.

 

(ix) If:

 

  (A) the Company shall declare a dividend (or any other distribution) on its Common Stock; or
     
  (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or
     
  (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or
     
  (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company (other than a subdivision or combination of the outstanding shares of Common Stock), any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or
     
  (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding-up of the affairs of the Company;

 

 
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then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Series B Preferred Stock, and shall cause to be mailed and faxed to the Holders of Series B Preferred Stock at their last addresses as it shall appear upon the Series B Preferred stock register, at least thirty (30) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding-up; provided, however, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.

 

(e) If at any time conditions shall arise by reason of action or inaction taken by the Company which in the opinion of the Board of Directors are not adequately covered by the other provisions hereof and which might materially and adversely affect the rights of the Holders of Series B Preferred Stock (different man or distinguished from the effect generally on rights of holders of any class of the Company’s capital stock), the Company shall, at least thirty (30) calendar days prior to the effective date of such action, mail and fax a written notice to each Holder of Series B Preferred Stock briefly describing the action contemplated and the material adverse effects of such action on the rights of such Holders and an Appraiser selected by the Holders of majority of the outstanding Series B Preferred Stock shall give its opinion as to the adjustment, if any (not inconsistent with the standards established in this Article IV), of the Fixed Conversion Price (including, if necessary, any adjustment as to the securities into which Series B Preferred Stock may thereafter be convertible) and any distribution which is or would be required to preserve without diluting the rights of the Holders of Series B Preferred Stock; provided, however, that the Company, after receipt of the determination by such Appraiser, shall have the right to select an additional Appraiser, in which case the adjustment shall be equal to the average of the adjustments recommended by each such Appraiser. The Board of Directors shall make the adjustment recommended forthwith upon the receipt of such opinion or opinions or the taking of any such action contemplated, as the case may be; provided, however, that no such adjustment of the Fixed Conversion Price shall be made which in the opinion of the Appraiser(s) giving the aforesaid opinion or opinions would result in an increase of the Fixed Conversion Price.

 

(f) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Series B Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders of Series B Preferred Stock, such number of shares of Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section IV(d) and Section IV(e) hereof) upon the conversion of all outstanding shares of Series B Preferred Stock. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable.

 

(g) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up to the nearest whole share. If a fractional share interest arises upon any conversion hereunder, the Company shall eliminate such fractional share interest by issuing the Holder an additional full share of Common Stock.

 

(h) The issuance of certificates for shares of Common Stock on conversion of Series B Preferred Stock shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

 

 
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(i) Series B Preferred Stock converted into Common Stock shall be canceled upon conversion.

 

(j) Each Notice of Conversion shall be given by facsimile to the Company no later than 4:00 pm New York time. Any such notice shall be deemed given and effective upon the transmission of such facsimile at the facsimile telephone number specified in the Purchase Agreement. In the event that the Company receives the Notice of Conversion after 4:00 p.m. New York time, the Conversion Date shall be deemed to be the next Business Day. In the event that the Company receives the Notice of Conversion after the end of the Business Day, notice will be deemed to have been given the next Business Day.

 

V. EVENTS OF DEFAULT AND REMEDIES

 

(a) “Event of Default”, wherever used herein, means any one of the following events:

 

(i) the Company shall fail to observe or perform any material covenant, agreement or warranty contained in this Series B Preferred Stock Certificate of Designation, and such failure shall not have been remedied within ten (10) Business Days after the date on which written notice of such failure shall have been given;

 

(ii) the occurrence of any material breach or event of default by the Company under the Purchase Agreement or any other Transaction Document (as defined in the Purchase Agreement) and such material breach or event of default shall not have been remedied within the applicable cure period provided for therein, but in any event, not less than ten (10) days after the date on which written notice of such failure shall have been given;

 

(iii) the Company or any of its subsidiaries shall commence a voluntary case under the United States Bankruptcy Code as now or hereafter in effect or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against the Company under the Bankruptcy Code and the Company fails to pursue dismissal of the case within sixty (60) days after commencement of the case; or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or there is commenced against the Company any such proceeding and the Company fails to pursue dismissal of the case within sixty (60) days after commencement of the case; or the Company suffers any appointment of any custodian or the like for it or any substantial part of its property and the Company fails to pursue dismissal of the custodian within sixty (60) days after the appointment; or the Company makes a general assignment for the benefit of creditors; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing;

 

(iv) trading in the common stock of the Company shall have been suspended, delisted, or otherwise ceased by the Securities and Exchange Commission or the NASD or other exchange or the Nasdaq (whether the National Market or otherwise), and trading is not reinstated within thirty (30) Trading Days, except for (i) any suspension of trading of limited duration solely to permit dissemination of material information regarding the Company, and trading is reinstated promptly after such dissemination and (ii) any general suspension of trading for all companies trading on such exchange or market or OTCBB; or

 

 
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(v) the Company shall issue a press release, or otherwise make publicly known, that it is not honoring properly executed Notice of Conversions for any reason whatsoever.

 

(b) If any Event of Default occurs and continues, beyond any cure period, if any, then so long as such Event of Default shall then be continuing any Holder may, by notice to the Company, demand redemption of the shares of Series B Preferred Stock held by such Holder at the Redemption Price (as defined herein), and such Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by such Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. This shall include, but not be limited to the right to temporary, preliminary and permanent injunctive relief without the requirement of posting any bond or undertaking.

 

(c) Such Holder may thereupon proceed to protect and enforce its rights either by suit in equity, or by action at law, or by other appropriate proceedings whether for the specific performance (to the extent permitted by law) of any covenant or agreement contained in this Series B Preferred Stock Certificate of Designation or in aid of the exercise of any power granted in this Series B Preferred Stock Certificate of Designation, and proceed to enforce the redemption of any of the Series B Preferred Stock held by it, and to enforce any other legal or equitable right of such Holder.

 

(d) To effectuate the terms and provisions of this Certificate of Designation of Series B Preferred Stock, the Holder may send notice of any default to the Attorney-in-Fact (as defined in the Purchase Agreement) and send a copy of such notice to the Company and its counsel, simultaneously, and request the Attorney-in-Fact, to comply with the terms of this Certificate of Designation of Series B Preferred Stock and the Purchase Agreement and all agreements entered into pursuant to the Purchase Agreement on behalf of the Company.

 

VI. REDEMPTION

 

(a) Except as provided in this section VI(a), neither the holder nor the Company may demand that the Series B Preferred Stock be redeemed. Until all of the Series B Preferred Stock has been converted, in the event that the Company engages in a single transaction or a series of related transactions that cause it to (i) consolidate with or merge with or into any other Person, (ii) permit any other Person to consolidate with or merge into it, or (iii) undergo a Change in Control, then at the option of the Company exercisable by giving thirty (30) days written notice to the Holder, the Company may request that the Holder convert all shares of Series B Preferred Stock then held by the Holder into Common Stock upon the terms and conditions set forth in this Certificate of Designation. If the Holder does not comply with such request, the Company may redeem all Series B Preferred Stock held by the Purchaser at their Stated Value (the “Redemption Price”). The Company is not obligated to provide for redemption of the Series B Preferred Stock through a sinking fund.

 

(b) Shares of Series B Preferred Stock which have been redeemed or converted shall be deemed retired pursuant to the DGCL and shall thereafter resume the status of authorized and unissued shares of Preferred Stock, undesignated as to series, and may be redesignated and reissued as part of any new series of Preferred Stock other than Series B Preferred Stock.

 

(c) No redemption shall be made and no sum set aside for such redemption at any time that the terms or provisions of any indenture or agreement of the Company, including any agreement relating to indebtedness, specifically prohibits such redemption or setting aside or provides that such redemption or setting aside would constitute a breach or default thereunder (after notice or lapse of time or both), except with the written consent of the lender or other parties to said agreement as the case may be.

 

 
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(f) If any redemption shall at any time be prohibited by the DGCL, the same shall be deferred until such time as the redemption can occur in full compliance with such statute.

 

(g) In the event the Company shall redeem shares of Series B Preferred Stock as provided herein, notice of such redemption shall be given by first class mail, postage prepaid, or by confirmed facsimile transmission, not less than thirty (30) business days prior to the date fixed by the Board for redemption to each holder of Series B Preferred Stock at the address that appears on the Company’s stock record books; provided, however, that no failure to provide such notice nor any defect therein shall affect the validity of the redemption proceeding except as to the holder to whom the Company has failed to send such notice or whose notice was defective. Each notice shall state (i) the redemption date, (ii) the number of shares of Series B Preferred Stock to be redeemed; (Hi) the Redemption Price; and (iv) the place or places where certificates for shares of Series B Preferred Stock are to be surrendered for payment. When notice has been provided as aforesaid then from and after the redemption date (unless default shall be made by the Company in providing money for the payment of the Redemption Price of the shares called for redemption) said shares shall no longer be deemed to be outstanding and all rights of the holders thereof shall cease (other than the right to receive the Redemption Price or common Stock with respect to converted Series B Preferred Stock). Upon surrender of the certificates for Series B Preferred Stock accompanied by appropriate stock powers, the shares shall be redeemed by the Company at the Redemption Price.

 

VII. RANK

 

The Series B Preferred Stock shall, as to redemptions and the distribution of assets upon liquidation, dissolution or winding up of the Company, rank (i) prior to the Company’s Common Stock; (ii) prior to any class or series of capital stock of the Company hereafter created that, by its terms, ranks junior to the Series B Preferred Stock (“Junior Securities”); (iii) junior to any class or series of capital stock of the Company hereafter created (with the consent of the holders of a majority of the outstanding Series B Preferred Stock) which by its terms ranks senior to the Series B Preferred Stock (“Senior Securities”); and (iv) pari passu with any other series of preferred stock of the Company hereafter created (with the consent of the holders of a majority of the outstanding Series B Preferred Stock) which by its terms ranks on a parity (“Pari Passu Securities”) with the Series B Preferred Stock. The Series B Preferred Stock shall rank Pari Passu with the Company’s Series A Preferred Stock upon distribution of assets upon liquidation in the manner provided in Article VIII.

 

 
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VIII. LIQUIDATION PREFERENCE

 

If the Company shall commence a voluntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law, or consent to the entry of an order for relief in an involuntary case under any law or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or if a decree or order for relief in respect of the Company shall be entered by a court having jurisdiction in the premises in an involuntary case under the U.S. Federal bankruptcy laws or any other applicable bankruptcy, insolvency or similar law resulting in the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order shall be unstayed and in effect for a period of sixty (60) consecutive days and, on account of any such event, the Company shall liquidate, dissolve or wind up, or if the Company shall otherwise liquidate, dissolve or wind up, including, but not limited to, the sale or transfer of all or substantially all of the Company’s assets in one transaction or in a series of related transactions (a “Liquidation Event”), no distribution shall be made to the holders of any shares of capital stock of the Company (other than Senior Securities and Pari Passu Securities) upon liquidation, dissolution or winding up unless prior thereto the Holders of shares of Series A Preferred Stock and –Series B Preferred Stock shall have received the Liquidation Preference (as defined below) with respect to each share. If, upon the occurrence of a Liquidation Event, the assets and funds available for distribution among the Holders of the Series A Preferred Stock, Series B Preferred Stock and Holders of Pari Passu Securities shall be insufficient to permit the payment to such holders of the preferential amounts payable thereon, then the entire assets and funds of the Company legally available for distribution to the Series A Preferred Stock, Series B Preferred Stock and the Pari Passu Securities shall be distributed ratably among such shares in proportion to the ratio that the Liquidation Preference payable on each such share bears to the aggregate Liquidation Preference payable on all such shares. The purchase or redemption by the Company of stock of any class, in any manner permitted by law, shall not, for the purposes hereof, be regarded as a liquidation, dissolution or winding up of the Company. Neither the consolidation nor merger of the Company with or into any other entity nor the sale or transfer by the Company of substantially all of its assets shall, for the purposes hereof, be deemed to be a liquidation, dissolution or winding up of the Company. The “Liquidation Preference” with respect to a share of Series A Preferred Stock means an amount equal to the Series A Liquidation Value thereof as defined in the Certificate of Designation of the Series A Preferred Stock. The “Liquidation Preference” with respect to a share of Series B Preferred Stock means an amount equal to fifty percent (50%) of the Stated Value thereof, provided, however, that after the holders of the Series A Preferred Stock, the Series B Preferred Stock and Pari Passu Securities have received the Liquidation Preference with respect to their shares, the holders of the Series B Preferred Stock shall receive an additional distribution equal to fifty percent (50%) of the Stated Value of the Series B Preferred Stock before any distribution shall be made to the holders of any other shares of capital stock of the Company. The Liquidation Preference with respect to any Pari Passu Securities shall be as set forth in the Certificate of Designation filed in respect thereof.

 

IX. VOTING RIGHTS

 

The Holders of the Series B Preferred Stock have no voting power whatsoever, except as provided by the DGCL. To the extent that under the DGCL the vote of the Holders of the Series B Preferred Stock, voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the Holders of at least a majority of the then outstanding shares of the Series B Preferred Stock represented at a duly held meeting at which a quorum is present or by written consent of the Holders of at least a majority of the then outstanding shares of Series B Preferred Stock (except as otherwise may be required under the DGCL) shall constitute the approval of such action by the class. To the extent that under the DGCL Holders of the Series B Preferred Stock are entitled to vote on a matter with holders of Common Stock, voting together as one class, each share of Series B Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which it is then convertible (subject to the limitations contained in Article IV) using the record date for the taking of such vote of shareholders as the date as of which the Conversion Price is calculated.

 

X. MISCELLANEOUS

 

(a) If any shares of Series B Preferred Stock are converted pursuant to Article IV, the shares so converted shall be canceled, shall return to the status of authorized, but unissued preferred stock of no designated series.

 

 
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(b) Upon receipt by the Company of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock certificate(s) and (ii) (y) in the case of loss, theft or destruction, of indemnity (without any bond or other security) reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Preferred Stock certificate(s), the Company shall execute and deliver new Preferred Stock certificate(s) of like tenor and date. However, the Company shall not be obligated to reissue such lost or stolen Preferred Stock certificate(s) if the Holder contemporaneously requests the Company to convert such Series B Preferred Stock.

 

(c) Upon submission of a Notice of Conversion by a Holder of Series B Preferred Stock, (i) the shares covered thereby shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted shares of Series B Preferred Stock shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Company to comply with the terms of this Certificate of Designation. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Delivery Period with respect to a conversion of Series B Preferred Stock for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Company within five (5) business days after the expiration of such ten (10) business day period) the Holder shall regain the rights of a Holder of Series B Preferred Stock with respect to such unconverted shares of Series B Preferred Stock and the Company shall, as soon as practicable, return such unconverted shares to the Holder. In all cases, the Holder shall retain all of its rights and remedies for the Company’s failure to convert Series B Preferred Stock.

 

(d) The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit a Holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Certificate of Designation. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders of Series B Preferred Stock and that the remedy at law for any such breach may be inadequate. The Company therefore agrees, in the event of any such breach or threatened breach, that the Holders of Series B Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

 

(e) Whenever the Company is obligated to purchase or redeem a Holder’s Series B Preferred Stock, and the Redemption Price is not paid to the Holder by the tenth (10th) day after the Redemption Price is due and payable to such Holder, the Company shall thereafter pay interest to such Holder on the unpaid portion of the Redemption Price at the rate of ten percent (10%) per annum, compounded annually, until the Redemption Price is paid in full.

 

 
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APPENDIX I

 

NOTICE OF CONVERSION

 

AT THE ELECTION OF THE HOLDER

 

(To be Executed by the Registered Holder in order to Convert the Series B Preferred Stock of Incumaker, Inc.)

 

The undersigned hereby irrevocably elects to convert the Series B Preferred Stock into shares of Common Stock, par value $.001 per share (the “Common Stock”), of Incumaker, Inc. (the “Company”) according to the provisions of the Certificate of Designation hereof, as of the date written below. If snares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith.

 

Conversion calculations:  
   
   
Date to Effect Conversion  
   
   
Number of Shares to be Converted  
   
   
Applicable Conversion Price  
   
   
Number of Shares to be Issued Upon Conversion  
   
   
Signature  
   
   
Name  
   
   
Address  
   

 

 
page 18 of 18

  

IN WITNESS WHEREOF, Company has caused this Certificate of Merger to be executed in its corporate name as of the 5th day of November, 2018.

 

  INCUMAKER, INC.
     
  By: /s/ Ketan Thakker
  Name: Ketan Thakker
  Title: President and CEO

 

 

 

 

 

 EX-3.2 4 ex3-2.htm

 

Exhibit 3.2

Page 1 of 1

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

OF

UBID HOLDINGS, INC.

 

uBid Holdings, Inc. (the “Corporation”), a Delaware corporation, does hereby certify that the following amendment to Article First of the Corporation’s Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law, as follows:

 

ARTICLE FIRST

 

The name of the Corporation is RDE, Inc.

 

IN WITNESS WHEREOF, the Corporation has made the foregoing Amendment to the Certificate of Incorporation and the President has hereunto set his hand as of the _8th_ day of May, 2020.

 

  UBID HOLDINGS, INC.
     
  By: /s/ Ketan Thakker
    Ketan Thakker, President

 

 A–1 

 

 EX-3.3 5 ex3-3.htm

 

Exhibit 3.3

Page 1 of 17

 

SECOND AMENDED AND RESTATED BYLAWS OF UBID HOLDINGS, INC.

(A DELAWARE CORPORATION)

 

========================

 

ARTICLE I - CORPORATE OFFICES

 

1.1 REGISTERED OFFICE.

 

The registered office of the Corporation shall be fixed in the corporation’s certificate of incorporation, as the same may be amended from time to time.

 

1.2 OTHER OFFICES.

 

The corporation’s Board of Directors (the “Board”) may at any time establish branch or other offices at any place or places where the corporation is qualified to do business.

 

ARTICLE II - MEETINGS OF STOCKHOLDERS

 

2.1 PLACE OF MEETINGS.

 

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211 of the General Corporation Law of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal executive office.

 

2.2 ANNUAL MEETING.

 

The annual meeting of stockholders shall be held each year. The Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and any other proper business may be transacted.

 

2.3 SPECIAL MEETING.

 

A special meeting of the stockholders may be called at any time by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer), but such special meetings may not be called by any other person or persons.

 

No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

 

Page 2 of 17

 

2.4 ADVANCE NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS’ MEETINGS.

 

(i) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (B) otherwise properly brought before the meeting by or at the direction of the board of directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not more than one hundred twenty (120) calendar days nor less than ninety (90) calendar days before the one year anniversary of the date on which the corporation first mailed its proxy statement to stockholders in connection with the previous year’s annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date of the prior year’s meeting, notice by the stockholder to be timely must be so received not later than the close of business on the later of one hundred twenty (120) calendar days in advance of such annual meeting and ten (10) calendar days following the date on which public announcement of the date of the meeting is first made. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, (c) the class and number of shares of the corporation that are beneficially owned by the stockholder, (d) any material interest of the stockholder in such business, and (e) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, stockholders must provide notice as required by the regulations promulgated under the Exchange Act. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (i). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (i), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

 

(ii) Only persons who are nominated in accordance with the procedures set forth in this paragraph (ii) shall be eligible for election as directors. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders by or at the direction of the board of directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (ii). Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation in accordance with the provisions of paragraph (i) of this Section 2.4. Such stockholder’s notice shall set forth (a) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation that are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (b) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (i) of this Section 2.4. At the request of the board of directors, any person nominated by a stockholder for election as a director shall furnish to the secretary of the corporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (ii). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

 

Page 3 of 17

 

These provisions shall not prevent the consideration and approval or disapproval at an annual meeting of reports of officers, directors and committees of the board of directors, but in connection therewith no new business shall be acted upon at any such meeting unless stated, filed and received as herein provided. Notwithstanding anything in these bylaws to the contrary, no business brought before a meeting by a stockholder shall be conducted at an annual meeting except in accordance with procedures set forth in this Section 2.4. All notices of meetings of stockholders shall be sent or otherwise given in accordance with either Section 2.5 or Section 8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

 

2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

 

Notice of any meeting of stockholders shall be given either (i) personally, (ii) by private courier, (iii) by first- or third-class United States mail, (iv) by other written communication, or (v) by electronic transmission as provided in Section 8.1 or other wireless means. Notices not personally delivered shall be sent postage prepaid, directed to the stockholder at his or her address as it appears on the records of the Corporation or given by the stockholder to the corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or by courier or deposited in the mail or sent by other means of written communication or by electronic transmission or other wireless means.

 

An affidavit of the secretary or an assistant secretary of the corporation or of the transfer agent or any other agent of the corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

 

2.6 QUORUM.

 

The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

 

2.7 ADJOURNED MEETING; NOTICE.

 

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

 

Page 4 of 17

 

2.8 CONDUCT OF BUSINESS.

 

The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

 

2.9 VOTING.

 

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

 

Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. Except as otherwise provided by the DGCL or the certificate of incorporation, when a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the shares having voting power present in person or represented by proxy shall decide any action brought to vote before such meeting, other than the election of directors for which the vote of a plurality of the shares having voting power present in person or represented by proxy is required. There shall be no cumulative voting in the election of directors.

 

2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

 

Any action required or permitted to be taken by the stockholders of the corporation at a duly called annual or special meeting of stockholders of the corporation may be effected by a consent in writing by such stockholders.

 

2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

 

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which shall not be more than sixty (60) calendar days nor less than ten (10) calendar days before the date of such meeting, nor more than sixty (60) calendar days prior to any other such action.

 

If the Board does not so fix a record date:

 

(i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

 

(ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

 

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

 

Page 5 of 17

 

2.12 PROXIES.

 

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder as proxy by executing an instrument in writing or by authorizing the transmission of a telegram, cablegram or other means of electronic transmission (provided that any such telegram, cablegram, or other means of electronic transmission either sets forth or is submitted with information from which it can be determined that the telegram, cablegram, or other means of electronic transmission was authorized by the person) and filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

 

2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE.

 

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) calendar days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the corporation’s principal executive office. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

 

2.14 INSPECTORS OF ELECTION

 

Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.

 

Such inspectors shall:

 

  (i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;
     
  (ii) receive votes, ballots or consents;

 

Page 6 of 17

 

  (iii) hear and determine all challenges and questions in any way arising in connection with the right to vote;
     
  (iv) count and tabulate all votes or consents;
     
  (v) determine when the polls shall close;
     
  (vi) determine the result; and
     
  (vii) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

 

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

 

ARTICLE III - DIRECTORS

 

3.1 POWERS.

 

Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board.

 

3.2 NUMBER OF DIRECTORS.

 

The authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one member. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

 

3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

 

Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors.

 

3.4 RESIGNATION AND VACANCIES.

 

Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

 

Page 7 of 17

 

Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies, including vacancies resulting from the removal of a director pursuant to Section 3.11 of these bylaws, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

 

If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

 

3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.

 

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

 

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

 

3.6 REGULAR MEETINGS.

 

Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

 

3.7 SPECIAL MEETINGS; NOTICE.

 

Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or a majority of the authorized number of directors.

 

Notice of the time and place of special meetings shall be:

 

(i) delivered personally by hand, by courier or by telephone;

 

(ii) sent by United States first-class mail, postage prepaid;

 

(iii) sent by facsimile; or

 

(iv) sent by electronic mail, directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation’s records.

 

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation’s principal executive office) nor the purpose of the meeting.

 

Page 8 of 17

 

3.8 QUORUM.

 

At all meetings of the Board, a majority of the authorized number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

 

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

 

3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

 

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

 

3.10 FEES AND COMPENSATION OF DIRECTORS.

 

Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

 

3.11 REMOVAL OF DIRECTORS.

 

Any director may be removed from office at any special or annual meeting of the shareholders by a majority of stockholders of the Corporation.

 

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

 

ARTICLE IV - COMMITTEES

 

4.1 COMMITTEES OF DIRECTORS.

 

The Board may, by resolution passed by a majority of the authorized number of directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

 

Page 9 of 17

 

4.2 COMMITTEE MINUTES.

 

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

 

4.3 MEETINGS AND ACTION OF COMMITTEES.

 

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

 

  (i) Section 3.5 (place of meetings and meetings by telephone);
     
  (ii) Section 3.6 (regular meetings);
     
  (iii) Section 3.7 (special meetings and notice);
     
  (iv) Section 3.8 (quorum);
     
  (v) Section 3.9 (action without a meeting); and
     
  (vi) Section 7.12 (waiver of notice) with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members; provided, however:

 

  (i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
     
  (ii) special meetings of committees may also be called by resolution of the Board; and
     
  (iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the governance of any committee not inconsistent with the provisions of these bylaws.

 

ARTICLE V - OFFICERS

 

5.1 OFFICERS.

 

The officers of the corporation shall be a president and a secretary. The corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

 

Page 10 of 17

 

5.2 APPOINTMENT OF OFFICERS.

 

The Board shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 and 5.5 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.

 

5.3 SUBORDINATE OFFICERS.

 

The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

 

5.4 REMOVAL AND RESIGNATION OF OFFICERS.

 

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

 

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

 

5.5 VACANCIES IN OFFICES.

 

Any vacancy occurring in any office of the corporation shall be filled by the Board or as provided in Section 5.2.

 

5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

 

The chairperson of the Board, the president, any vice president, the treasurer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

 

5.7 CHAIRPERSON OF THE BOARD.

 

The chairperson of the Board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise such other powers and perform such other duties as may from time to time be assigned to him by the board of directors or as may be prescribed by these bylaws. If there is no chairperson of the Board, then the chief executive officer of the corporation shall have the powers and duties prescribed herein.

 

Page 11 of 17

 

5.8 CHIEF EXECUTIVE OFFICER.

 

Subject to such supervisory powers, if any, as may be given by the Board to the chairperson of the Board, if there be such an officer, the chief executive officer of the corporation shall, subject to the control of the Board, have general supervision, direction and control of the business and the officers of the corporation. He or she shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairperson of the Board, at all meetings of the Board.

 

5.9 PRESIDENT.

 

Subject to such supervisory powers, if any, as may be given by the Board to the chief executive officer, if there be such an officer, the president of the corporation shall, subject to the control of the Board, have general supervision over the operations of the corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and perform such other duties as may be prescribed by the Board or these bylaws.

 

5.10 VICE PRESIDENTS.

 

In the absence or disability of the president, and if there is no chairperson of the Board, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, these bylaws, the president or the chairperson of the Board.

 

5.11 SECRETARY.

 

The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board may direct, a book of minutes of all meetings and actions of the Board, committees of directors and stockholders. The minutes shall show the time and place of each meeting, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings and the proceedings thereof.

 

The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board, a share register or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, and, if certificates have been issued, the number and date of certificates evidencing such shares and the number and date of cancellation of every certificate surrendered for cancellation.

 

The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board required to be given by law or by these bylaws. He or she shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or by these bylaws.

 

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5.12 CHIEF FINANCIAL OFFICER.

 

The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director.

 

The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board. He or she shall disburse the funds of the corporation as may be ordered by the Board, shall render to the president and directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these bylaws.

 

5.13 AUTHORITY AND DUTIES OF OFFICERS.

 

In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board or the stockholders and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

 

ARTICLE VI - RECORDS AND REPORTS

 

6.1 MAINTENANCE AND INSPECTION OF RECORDS.

 

The corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and other records.

 

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business, at such stockholder’s expense, to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal executive office.

 

6.2 INSPECTION BY DIRECTORS.

 

Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

 

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ARTICLE VII - GENERAL MATTERS

 

7.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

 

The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

 

7.2 STOCK CERTIFICATES; PARTLY PAID SHARES.

 

The shares of the corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the corporation by the chairperson or vice-chairperson of the Board, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The corporation also may issue paperless book-entry shares as a pre-condition for inclusion in the DWAC/FAST and DRS Profile systems offered by The Depository Trust & Clearing Corporation.

 

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

 

7.3 SPECIAL DESIGNATION ON CERTIFICATES.

 

If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

 

Page 14 of 17

 

7.4 LOST CERTIFICATES.

 

Except as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

 

7.5 CONSTRUCTION; DEFINITIONS.

 

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a business entity and a natural person.

 

7.6 DIVIDENDS.

 

The Board, subject to any restrictions contained in either (i) the DGCL, or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

 

The Board may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

 

7.7 FISCAL YEAR.

 

The fiscal year of the corporation shall be fixed by resolution of the Board and may be changed by the Board.

 

7.8 SEAL.

 

The corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

 

7.9 TRANSFER OF STOCK.

 

To the extent that certificates have been issued, upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

 

Page 15 of 17

 

7.10 STOCK TRANSFER AGREEMENTS.

 

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

 

7.11 REGISTERED STOCKHOLDERS.

 

The corporation:

 

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

 

(ii) shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

 

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

 

7.12 WAIVER OF NOTICE.

 

Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

 

7.13 FORUM FOR ADJUDICATING DISPUTES.

 

(a) Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware (or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL, the certificate of incorporation or these bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 7.13.

 

(b) Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States situated in the State of Delaware shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933 and the Securities Exchange Act of 1934. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section 7.13.

 

(c) If any action the subject matter of which is within the scope of Section 7.13(a) above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and/or federal courts (as applicable) located within the State of Delaware in connection with any action brought in any such court to enforce Section 7.13(a) above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

 

(d). If any provision or provisions of this Section 7.13 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 7.13 (including, without limitation, each portion of any sentence of this Section 7.13 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 713.

 

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ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION

 

8.1 NOTICE BY ELECTRONIC TRANSMISSION.

 

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if:

 

(i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and

 

(ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice.

 

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

 

Any notice given pursuant to the preceding paragraph shall be deemed given:

 

(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

 

(ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

 

(iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

 

(iv) if by any other form of electronic transmission, when directed to the stockholder.

 

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

 

8.2 DEFINITION OF ELECTRONIC TRANSMISSION.

 

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

 

8.3 INAPPLICABILITY.

 

Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

 

ARTICLE IX - INDEMNIFICATION

 

9.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

The corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the corporation who was or is made or is threatened to be made a party or otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the written request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

 

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9.2 INDEMNIFICATION OF OTHERS

 

The corporation may indemnify and hold harmless, to the extent permitted by the DGCL as it presently exists or may hereafter be amended, any employee or agent of the corporation who was or is made or is threatened to be made a party or otherwise involved in any Proceeding by reason of the fact that he or she is or was an employee or agent of the corporation or is or was serving at the written request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or enterprise against expenses actually and reasonably incurred by such person in connection with any such Proceeding.

 

9.3 PREPAYMENT OF EXPENSES

 

The corporation shall pay the expenses incurred by any officer or director of the corporation, and may pay the expenses incurred by any employee or agent of the corporation, in defending any Proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by a person in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be determined that the person is not entitled to be indemnified under this Article IX or otherwise.

 

9.4 DETERMINATION; CLAIM

 

If a claim for indemnification or payment of expenses under this Article IX is not paid in full within sixty days after a written claim therefor has been received by the corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim.

 

9.5 NON-EXCLUSIVITY OF RIGHTS

 

The rights conferred on any person by this Article IX shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

 

9.6 INSURANCE

 

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

 

9.7 OTHER INDEMNIFICATION

 

The corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint

venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

 

9.8 AMENDMENT OR REPEAL

 

Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

 

ARTICLE X - AMENDMENTS

 

These bylaws may be adopted, amended or repealed by the board of directors or a majority of the stockholders entitled to vote thereon.

 

 

 EX-4.1 6 ex4-1.htm

 

Exhibit 4.1

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Page 2 of 2

 

 

 

 

 EX-10.1 7 ex10-1.htm

 

Exhibit 10.1

Page 1 of 11

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This Executive Employment Agreement (this “Agreement”) is made as of the 29th day of March 2019 by and between Incumaker, Inc., a Delaware corporation (the “Company”), and Ketan Thakker, a natural person, residing in the State of Georgia (“Executive”).

 

WHEREAS, the Company wishes to employ Executive as its President and Chief Executive Officer (“CEO”) of the Company and Executive wishes to accept such employment;

 

WHEREAS, the Company and Executive wish to set forth the terms of Executive’s employment and certain additional agreements between Executive and the Company.

 

NOW, THEREFORE, in consideration of the foregoing recitals and the representations, covenants and terms contained herein, the parties hereto agree as follows:

 

1.          Employment Period

 

The Company will employ Executive, and Executive will serve the Company, under the terms of this Agreement commencing March 29, 2019 (the “Commencement Date”) for a term of five (5) years unless earlier terminated under Section 4 hereof. The period of time between the commencement and the termination of Executive’s employment hereunder shall be referred to herein as the “Employment Period.”

 

2.          Duties and Status

 

The Company hereby engages Executive as its President and CEO on the terms and conditions set forth in this Agreement including the terms and conditions of the Employee Proprietary Information, Inventions, and Non-Competition Agreement attached hereto as Exhibit A and incorporated herein (the “Non-Disclosure Agreement”). Executive agrees to devote the Executive’s entire business time, attention and energies to the business and interests of the Company during the Employment Period. During the Employment Period, Executive shall report directly to the Board of Directors (the “Board”) and shall exercise such authority, perform such executive functions and discharge such responsibilities as are reasonably associated with Executive’s position, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the governing documents of the Company.

 

 
Exhibit 10.1

Page 2 of 11

 

3.          Compensation and Benefits

 

(a)          Salary. During the Employment Period, the Company shall pay to Executive, as compensation for the performance of his duties and obligations under this Agreement, a base salary of $200,000 per annum, payable semi-monthly, which base salary shall commence when the Board determines that it has sufficient cash to commence such salary payments.

 

(b)          Bonus. During the Employment Period, Executive shall be eligible for a bonus to be paid in cash, stock or both on terms that shall be mutually acceptable to the Board and Executive to meet mutually agreed to performance goals.

 

(c)          Options. Upon execution of this Agreement, Executive shall also be entitled to receive restricted stock and stock options under the Company’s 2019 Stock Incentive Plan to acquire shares of the Company’s common stock at the discretion of the Board.

 

(d)          Other Benefits. During the Employment Period, Executive shall be entitled to participate in all of the employee benefit plans, programs and arrangements of the Company in effect during the Employment Period which are generally available to senior executives of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans, programs and arrangements. In addition, during the Employment Period, Executive shall be entitled to fringe benefits and perquisites comparable to those of other senior executives of the Company including, but not limited to, standard holidays, twenty (20) days of vacation pay plus five (5) sick/personal days, to be used in accordance with the Company’s vacation pay policy for senior executives.

 

(e)          Business Expenses. During the Employment Period, the Company shall promptly reimburse Executive for all appropriately documented, reasonable business expenses incurred by Executive in the performance of his duties under this Agreement, including telecommunications expenses and travel expenses.

 

4.          Termination of Employment

 

(a)          Termination for Cause. The Company may terminate Executive’s employment hereunder for Cause (defined below). For purposes of this Agreement and subject to Executive’s opportunity to cure as provided in Section 4(c) hereof, the Company shall have Cause to terminate Executive’s employment hereunder if such termination shall be the result of:

 

(i)a material breach of fiduciary duty or material breach of the terms of this Agreement or any other agreement between Executive and the Company (including without limitation any agreements regarding confidentiality, inventions assignment and non-competition) which remains uncured for a period of fifteen (15) days following receipt of written notice from the Board specifying the nature of such breach;

 

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Exhibit 10.1

Page 3 of 11

 

(ii)the commission by Executive of any act of embezzlement, fraud, larceny or theft on or from the Company;

 

(iii)substantial and continuing neglect or inattention by Executive of the duties of his employment or the willful misconduct or gross negligence of Executive in connection with the performance of such duties which remains uncured for a period of fifteen (15) days following receipt of written notice from the Board specifying the nature of such breach;

 

(iv)the commission and indictment by Executive of any crime involving moral turpitude or a felony; and

 

(v)Executive’s performance or omission of any act which becomes known to any of the customers, clients, stockholders or regulators of the Company, and, as found by the Board, threatens to have or has a material and adverse impact on the business of the Company.

 

(b)          Termination for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:

 

(i)the Company’s material breach of this Agreement;

 

(ii)A requirement by the Company that Executive perform any act or refrain from performing any act that would be in violation of any applicable law;

 

(iii)A material and substantial reduction of the Employee’s responsibilities that is inconsistent with the Employee’s status as a senior executive of the Company, but in each case subject to the limitations on the Employee’s rights and responsibilities set forth in Section 2; or

 

(iv)A requirement that Executive relocate his permanent residence more than thirty (30) miles from his current address.

 

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Exhibit 10.1

Page 4 of 11

 

(c)          Voluntary Termination. Executive, at his election, may terminate his employment upon not less than sixty (60) days prior written notice of termination other than for Good Reason.

 

(d)          Termination Upon Death or Permanent and Total Disability. The Employment Period shall be terminated by the death of Executive. The Employment Period may be terminated by the Board if Executive shall be rendered incapable of performing his duties to the Company by reason of any medically determined physical or mental impairment that can be reasonably expected to result in death or that can be reasonably be expected to last for a period of either (i) six (6) or more consecutive months from the first date of Executive’s absence due to the disability or (ii) nine (9) months during any twelve (12)-month period (a “Permanent and Total Disability”). If the Employment Period is terminated by reason of a Permanent and Total Disability of Executive, the Company shall give thirty (30) days’ advance written notice to that effect to Executive.

 

(e)          Termination at the Election of the Company. At the election of the Company, otherwise than for Cause as set forth in Section 4(a) above, upon not less than sixty (60) days prior written notice of termination.

 

(f)          Termination for Business Failure. Anything contained herein to the contrary notwithstanding, in the event the Company’s business is discontinued because continuation is rendered impracticable by substantial financial losses, lack of funding, legal decisions, administrative rulings, declaration of war, dissolution, national or local economic depression or crisis or any reasons beyond the control of the Company, then this Agreement shall terminate as of the day the Company determines to cease operation with the same force and effect as if such day of the month were originally set as the termination date hereof. In the event this Agreement is terminated pursuant to this Section 4(g), the Executive will not be entitled to severance pay.

 

5.          Consequences of Termination

 

(a)By Executive for Good Reason or the Company Without Cause. In the event of a termination of Executive’s employment during the Employment Period by Executive for Good Reason pursuant to Section 4(b) or the Company without Cause pursuant to Section 4 (e), the Company shall pay Executive (or his estate) and provide him with the following, provided that Executive enter into a release of claims agreement agreeable to the Company and Executive:

 

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Exhibit 10.1

Page 5 of 11

 

(i)Cash Payment. A cash payment, payable in equal installments over a six (6) month period after Executive’s termination of employment (the “Severance Period”), equal to the sum of the following:

 

(A)Salary. The equivalent of the greater of (i) twelve (12) months of Executive’s then-current base salary or (ii) the remainder of the term of this Agreement.

 

(B)Earned but Unpaid Amounts. Any previously earned but unpaid salary through Executive’s final date of employment with the Company, and any previously earned but unpaid bonus amounts prior to the date of Executive’s termination of employment.

 

(C)Equity. All Equity vested at time of termination shall be retained by Executive and all Equity that has not vested shall be accelerated and be deemed vested for purposes of this Section 5.

 

(ii)Other Benefits. The Company shall provide continued coverage for the remainder of the Severance Period under all health, life, disability and similar employee benefit plans and programs of the Company on the same basis as Executive was entitled to participate immediately prior to such termination, provided that Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive’s participation in any such plan or program is barred, the Company shall use its commercially reasonable efforts to provide Executive with benefits substantially similar (including all tax effects) to those which Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred. In the event that Executive is covered under substitute benefit plans of another employer prior to the expiration of the Severance Period, the Company will no longer be obligated to continue the coverages provided for in this Section 5(a)(ii).

 

(b)Other Termination of Employment. In the event that Executive’s employment with the Company is terminated during the Employment Period by the Company for Cause (as provided for in Section 4(a) hereof) or by Executive other than for Good Reason (as provided for in Section 4(b) hereof), the Company shall pay or grant Executive any earned but unpaid salary, bonus, and Options through Executive’s final date of employment with the Company, and the Company shall have no further obligations to Executive.

 

-5-
Exhibit 10.1

Page 6 of 11

 

(c)Withholding of Taxes. All payments required to be made by the Company to Executive under this Agreement shall be subject only to the withholding of such amounts, if any, relating to tax, excise tax and other payroll deductions as may be required by law or regulation.

 

(d)No Other Obligations. The benefits payable to Executive under this Agreement are not in lieu of any benefits payable under any employee benefit plan, program or arrangement of the Company, except as specifically provided herein, and Executive will receive such benefits or payments, if any, as he may be entitled to receive pursuant to the terms of such plans, programs and arrangements. Except for the obligations of the Company provided by the foregoing and this Section 5, the Company shall have no further obligations to Executive upon his termination of employment.

 

(e)Mitigation or Offset. Executive shall not be required to mitigate the damages provided by this Section 5 by seeking substitute employment or otherwise and there shall not be an offset of the payments or benefits set forth in this Section 5.

 

6.          Governing Law

 

This Agreement and the rights and obligations of the parties hereto shall be construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflict of laws.

 

7.          Indemnity and Insurance

 

The Company shall indemnify and save harmless Executive for any liability incurred by reason of any act or omission performed by Executive while acting in good faith on behalf of the Company and within the scope of the authority of Executive pursuant to this Agreement and to the fullest extent provided under the Bylaws, the Certificate of Incorporation and the Delaware General Corporation Law except that Executive must have in good faith believed that such action was in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.

 

The Company shall provide that Executive is covered by Directors and Officers insurance that the Company provides to other senior executives and/or Board members.

 

-6-
Exhibit 10.1

Page7 of 11

 

8.          Cooperation with the Company After Termination of Employment

 

Following termination of Executive’s employment for any reason, Executive shall fully cooperate with the Company in all matters relating to the winding up of Executive’s pending work on behalf of the Company including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to other employees of the Company as may be designated by the Company. Following any notice of termination of employment by either the Company or Executive, the Company shall be entitled to such full time or part time services of Executive as the Company may reasonably require during all or any part of the sixty (60)-day period following any notice of termination, provided that Executive shall be compensated for such services at the same rate as in effect immediately before the notice of termination.

 

9.          Notice

 

All notices, requests and other communications pursuant to this Agreement shall be sent by overnight mail or by fax with proof of transmission to the following addresses:

 

If to Executive:

 

Ketan Thakker

 

Email: ketan.thakker@ubid.com

Phone: (847) 857-8424

 

If to the Company:

 

Incumaker, Inc.

327 Dahlonega Road

Suite 1701B

Cumming, GA 30040

Attn: ,

email: ___________@Incumaker.com

Phone: (___) __________

 

10.         Waiver of Breach

 

Any waiver of any breach of this Agreement shall not be construed to be a continuing waiver or consent to any subsequent breach on the part of either Executive or of the Company.

 

-7-
Exhibit 10.1

Page 8 of 11

 

11.         Non-Assignment / Successors

 

Neither party hereto may assign his/her or its rights or delegate his/hers or its duties under this Agreement without the prior written consent of the other party; provided, however, that (i) this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale or all or substantially all of the Company’s assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company; and (ii) this Agreement shall inure to the benefit of and be binding upon the heirs, assigns or designees of Executive to the extent of any payments due to them hereunder. As used in this Agreement, the term “Company” shall be deemed to refer to any such successor or assign of the Company referred to in the preceding sentence.

 

12.         Severability

 

To the extent any provision of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted there from and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

 

13.         Counterparts

 

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

 

14.         Arbitration

 

Executive and the Company shall submit to mandatory and exclusive binding arbitration, any controversy or claim arising out of, or relating to, this Agreement or any breach hereof where the amount in dispute is greater than or equal to $50,000, provided, however, that the parties retain their right to, and shall not be prohibited, limited or in any other way restricted from, seeking or obtaining equitable relief from a court having jurisdiction over the parties. In the event the amount of any controversy or claim arising out of, or relating to, this Agreement, or any breach hereof, is less than $50,000, the parties hereby agree to submit such claim to mediation. Such arbitration shall be governed by the Federal Arbitration Act and conducted through the American Arbitration Association (“AAA”) in Atlanta, Georgia, before a single neutral arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association in effect at that time. The parties may conduct only essential discovery prior to the hearing, as defined by the AAA arbitrator. The arbitrator shall issue a written decision which contains the essential findings and conclusions on which the decision is based. Mediation shall be governed by, and conducted through, the AAA. Judgment upon the determination or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

 

-8-
Exhibit 10.1

Page 9 of 11

 

15.         Entire Agreement

 

This Agreement and all schedules and other attachments hereto constitute the entire agreement by the Company and Executive with respect to the subject matter hereof and, except as specifically provided herein, supersedes any and all prior agreements or understandings between Executive and the Company with respect to the subject matter hereof, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by Executive and the Company.

 

[Signature Page Follows]

 

-9-
Exhibit 10.1

Page 10 of 11

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above

 

  INCUMAKER, INC.
   
   
  By:
  Its:
   
  /s/ Ketan Thakker
  Ketan Thakker

 

[Signature Page to Ketan Thakker Executive Employment Agreement]

 

-10-
Exhibit 10.1

Page 11 of 11

 

Exhibit A

 

Employee Proprietary Information, Inventions, and Non-Competition Agreement

 

-11-

 

 EX-10.2 8 ex10-2.htm

 

Exhibit 10.2

Page 1 of 32

 

Execution Version

 

ASSET PURCHASE AGREEMENT

 

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 1, 2020 by and between uBid Holdings, Inc. (“Buyer”), a Delaware corporation, and Restaurant.com, Inc. (“Seller”), a Delaware corporation. Certain other capitalized terms used herein are defined in Article IX and throughout this Agreement.

 

RECITALS

 

Seller is engaged in the business of online marketing for participating restaurants throughout the United States (the “Business”).

 

Buyer desires to acquire from Seller, and Seller desires to sell to Buyer, certain assets of Seller set forth herein (the “Acquisition”) on the terms and subject to the conditions set forth in this Agreement.

 

TERMS OF AGREEMENT

 

In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

 

ARTICLE I

 

PURCHASE AND SALE OF

ASSETS; PURCHASE PRICE; CLOSING

 

1.1       Purchased Assets. At the Closing (as defined in Section 1.10), Seller will sell, convey, transfer, assign and deliver to Buyer, on the terms and subject to the conditions set forth in this Agreement, those assets owned by Seller (except the Excluded Assets) as shall exist on the Closing Date, whether or not appearing on the Current Balance Sheet (as defined in Section 3.8) (collectively, the “Purchased Assets”), as set forth on Schedule 1.1 attached hereto. Without limiting the generality of the foregoing, the Purchased Assets shall include the following:

 

(i)       Tangible Personal Property. All machinery, equipment, tools, supplies, leasehold improvements, construction in progress, and fixtures relating to the Purchased Assets;

 

(ii)       Leasehold Interests. All of the interest of and the rights and benefits accruing to Seller as lessee under certain office leases relating to the Purchased Assets;

 

(iii)       Contracts. All of the interests, rights and benefits accruing to Seller under any Contract, including any sales contracts, supply contracts, service agreements, purchase orders and purchase commitments made by Seller in the ordinary course of business, all other agreements to which Seller is a party or by which it is bound and all other choses in action, causes of action and other rights of every kind of Seller relating to the Purchased Assets;

 

 
Exhibit 10.2

Page 2 of 32

 

(iv)       Prepayments. All prepaid and deferred items of Seller, including prepaid rentals, insurance, Taxes and unbilled charges and deposits relating to the operations of Seller but only to the extent that such prepaids can be transferred, relating to the Purchased Assets;

 

(v)       Licenses and Permits. All Permits (as defined in Section 3.22) of Seller relating to the Purchased Assets; and

 

(vi)       Books, Records and Other Assets. (a) All operating data and records of Seller, including customer lists and records, service and warranty records, copies of all personnel records, financial, accounting and credit records, correspondence, budgets, reference catalogs, product sales training material, video tapes, disks, reference books and other similar documents and records, (b) all of Seller’s telephone and telecopier numbers, and post office boxes and (c) all other goodwill relating to the Purchased Assets.

 

1.2       Excluded Assets. Notwithstanding anything to the contrary set forth in Section 1.1, the Purchased Assets shall exclude the following (the “Excluded Assets”):

 

(a)       the Purchase Price (as defined in Section 1.7);

 

(b)       all cash and cash equivalents, bank accounts, and securities of Seller;

 

(c)       all insurance policies of Seller and all rights to applicable claims and proceeds thereunder;

 

(d)       all Tax assets (including duty and Tax refunds and prepayments) of Seller;

 

(e)       all rights to any action, suit, or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise;

 

(f)       the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account, or other records having to do with the corporate organization of Seller, all employee-related or employee benefit-related files or records, and any other books and records which Seller is prohibited from disclosing or transferring to Buyer under applicable law or is required by applicable law to retain; and

 

(g)       all other rights of Seller under this Agreement and all documents and instruments executed in connection with this Agreement.

 

1.3       Assignment of Contracts. Buyer will cooperate with Seller in obtaining any third-party consents that may be required to transfer the Contracts and Permits to Buyer, including the provision of such information of Buyer as may be reasonably requested by such third parties in the context of their review of requests for consent. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an assignment of any Contract or Permit or any claim, right, benefit or obligation thereunder if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, or if any attempt at an assignment thereof would be ineffective or would affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller shall reasonably cooperate with Buyer to the extent reasonably necessary to provide for Buyer the benefits under such Contract or Permit, including enforcement for the benefit of Buyer of any and all rights against a third party thereto arising out of the breach or cancellation by such third party or otherwise.

 

 
Exhibit 10.2

Page 3 of 32

 

1.4       Assumed Liabilities. Except as set forth in Section 1.5, Buyer will, at the Closing, assume and agree to pay, discharge and perform when lawfully required: (i) all of the obligations, duties and liabilities arising under the Contracts set forth on Schedule 3.25; (ii) Indebtedness associated with any of the Purchased Assets as listed on Schedule 1.4 (the liabilities and obligations referenced in this Section 1.4 are hereinafter referred to as the “Assumed Liabilities”); (iii) all liabilities and obligations for Taxes relating to the Business, the Purchased Assets, or the Assumed Liabilities for any Taxable period ending after the Closing; (iv) all liabilities and obligations of Buyer or its Affiliates relating to employee benefits, compensation, or other arrangements with respect to any Transferred Employee arising on or after the Closing; and (v) all other liabilities and obligations arising out of or relating to Buyer’s ownership or operation of the business and the Purchased Assets on or after Closing. Schedule 1.4 shall be delivered by Buyer to Seller at the Closing.

 

1.5       Excluded Liabilities. Buyer shall not assume or otherwise become liable for the following obligations and liabilities of Seller (the “Excluded Liabilities”):

 

(a)       Any liability or obligation arising out of Seller’s ownership of the Business and the Purchased Assets prior to the Closing;

 

(b)       any liability or obligation of Seller arising under this Agreement;

 

(c)       any liability or obligation of Seller relating to any default under any Assumed Liabilities to the extent such default existed and was not cured prior to the Closing;

 

(d)       any liability or obligation of Seller with respect to, or arising out of, any employee benefit plan, executive deferred compensation plan or any other plans or arrangements for the benefit of any employees of Seller, including any liability or obligation under the Worker Adjustment and Retraining Notification Act of 1988, as amended (“Plans”);

 

(e)       any liabilities or obligations of Seller relating to or arising out of (i) the employment or termination of employment of any employee prior to the Closing, or (ii) workers compensation claims of any employee which relate to events occurring prior to the Closing;

 

(f)       any liability or obligation of Seller to any of its Affiliates or to any party claiming to have a right to acquire any ownership interests or other securities convertible into or exchangeable for any ownership interests of Seller; and

 

(g)       any liability or obligation of Seller relating to any of the Excluded Assets.

 

 
Exhibit 10.2

Page 4 of 32

 

1.6       No Expansion of Third Party Rights. The assumption by Buyer of the Assumed Liabilities, the transfer thereof by Seller, and the limitations of such transfer shall in no way expand the rights or remedies of any third party against Buyer or Seller as compared to the rights and remedies which such third party would have had against Seller had Buyer not assumed such liabilities. Without limiting the generality of the preceding sentence, the assumption by Buyer of the Assumed Liabilities shall not create any third party beneficiary rights which are not presently granted to any party under the terms of any contract or agreement which is expressly assumed by Buyer under the terms of this Agreement.

 

1.7       Purchase Consideration. At the Closing, in consideration for the Purchased Assets, Buyer will pay to Seller an aggregate amount of $5,500,000 (the “Purchase Price”), payable as set forth in Section 1.8.

 

1.8       Payment of Purchase Price. The Purchase Price will be payable as follows:

 

(a)       Not later than 90 days after the Closing, Buyer will pay to Seller, by wire transfer of immediately available funds to an account designated by Seller, an amount equal to $725,000 (the “Cash Amount”);

 

(b)       at the Closing, Buyer will make a promissory note in favor of Seller in the principal amount of $1,500,000, in the form attached here to as Exhibit A (the “Note”) payable in cash or Buyer common stock at the discretion of Buyer; and

 

(c)       Not later than 90 days after the Closing, Buyer will issue to Seller $3,275,000 in shares of Buyer common stock, in the form of 54,583,333 shares of Buyer common stock (the “Share Consideration”).

 

1.9       Closing Transactions. Subject to the conditions set forth in this Agreement, Buyer and Seller will consummate the following transactions on the Closing Date or as soon as practicable thereafter:

 

(a)       Seller will deliver to Buyer a Bill of Sale (the “Bill of Sale”), in the form attached hereto as Exhibit B;

 

(b)       Seller and Buyer will enter into a General Assignment and Assumption Agreement, in the form attached hereto as Exhibit C;

 

(c)       Buyer will deliver to Seller the Cash Amount;

 

(d)       Buyer and Seller will execute the Note;

 

(e)       Buyer will deliver to Seller the Share Consideration;

 

(f)       Buyer and Kenneth Chessick will enter into a consulting agreement, in the form attached hereto as Exhibit D (the “Consulting Agreement”); and

 

 
Exhibit 10.2

Page 5 of 32

 

(g)       Seller will deliver to Buyer, or leave at the Leased Premises, all of the books, records, documents, and other materials relating to the Purchased Assets, except for those books, records, documents, and other materials that are Excluded Assets.

 

1.10       Tax Treatment. The parties hereto acknowledge and agree that the transactions contemplated by this Agreement shall be treated for Tax purposes as a Taxable transaction under Section 1001 of the Code. The parties agree that the allocation of the Purchase Price among the Purchased Assets to be transferred pursuant to this Agreement shall be as set forth on Schedule 1.10 and has been allocated among such assets in a manner consistent with the requirements set forth in Section 1060 of the Code and the Treasury regulations promulgated thereunder. In addition, it is agreed that such allocation will be binding on both parties for federal income Tax purposes in connection with this purchase and sale of the Purchased Assets and will be consistently reflected by each party on their respective federal income Tax Returns. The parties agree to prepare and timely file all applicable Internal Revenue Service forms, including Form 8594 (Asset Acquisition Statement), and other governmental forms, to cooperate with each other in the preparation of such forms and to furnish each other with a copy of such forms prepared in draft, within a reasonable period prior to the filing due date thereof.

 

1.11       Closing. Subject to the terms of this Agreement, the Closing of the sale of the Purchased Assets (the “Closing”) shall take place at 10:00 a.m. (EDT) on a date agreed to by Buyer and Seller within five (5) business days after satisfaction or waiver of the conditions in Articles VI and VII, by email transmission of the documents, certificates, and instruments required to consummate the transactions contemplated herein, or at such other time and place as the parties may agree. The date on which the Closing occurs shall be referred to herein as the “Closing Date.”

 

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF BUYER

 

As a material inducement to Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer makes the following representations and warranties to Seller. Such representations and warranties are subject to the qualifications and exceptions set forth in the disclosure schedules delivered to Seller pursuant to this Agreement (the “Buyer Disclosure Schedules”) and, except for any representations and warranties made in Section 2.4, to any filings by the Company on EDGAR and otcmarkets.com:

 

2.1       Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to own or lease its properties and to carry on its business as now being conducted. Buyer is not legally qualified to transact business as a foreign corporation in any jurisdiction, and the nature of its properties and the conduct of its business do not require such qualification. Buyer has fully complied with all of the requirements of any statute governing the use and registration of fictitious names and has the legal right to use the names under which it operates its business. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of Buyer.

 

 
Exhibit 10.2

Page 6 of 32

 

2.2       Corporate Power and Authority. Buyer has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Buyer has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

 

2.3       Enforceability. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.

 

2.4       Capitalization. All of the issued and outstanding securities of Buyer (i) have been duly authorized and validly issued and are fully paid and non-assessable, (ii) were issued in compliance with all applicable state and federal securities laws, and (iii) were not issued in violation of any preemptive rights or rights of first refusal. No preemptive rights or rights of first refusal exist with respect to the any securities of Buyer and no such rights arise by virtue of or in connection with the transactions contemplated hereby. There are no outstanding or authorized rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements or commitments of any kind that could require Buyer to issue or sell any of its securities (or securities convertible into or exchangeable for any shares of capital stock). There are no outstanding profit participation or other similar rights with respect to Buyer. Other than as set forth herein, there are no proxies, voting rights or other agreements or understandings with respect to the voting or transfer of the securities of Buyer. Buyer is not obligated to redeem or otherwise acquire any of its securities.

 

2.5       No Conflicts; Consents. The execution and delivery of this Agreement by Buyer, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereunder will not (i) contravene any provision of the Certificate of Incorporation or Bylaws of Buyer, (ii) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is either applicable to, binding upon or enforceable against Buyer, (iii) conflict with, result in any breach of, or constitute a default (with or without the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any Contract which is applicable to, binding upon or enforceable against Buyer, (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the property or assets of Buyer, or (v) require the consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, any court or tribunal or any other Person.

 

 
Exhibit 10.2

Page 7 of 32

 

2.6       Litigation. There is no action, suit, or other legal or administrative proceeding or governmental investigation pending, or to the knowledge of Buyer threatened or contemplated, against, by or affecting Buyer or any of Buyer’s properties or assets be or which questions the validity or enforceability of this Agreement or the transactions contemplated hereby, and, to the knowledge of Buyer, there is no basis for any of the foregoing. There has been no action, suit or other legal or administrative proceeding or governmental investigation against, by or affecting Buyer or any of Buyer’s properties or assets in the past year.

 

2.7       Available Funds. Buyer has immediately available funds sufficient to consummate the transactions contemplated by this Agreement and acknowledges and affirms that it is not a condition to Closing or any of its other obligations under this Agreement that Buyer obtain financing for or relating to any of the transactions contemplated by this Agreement.

 

2.8       No Commissions. Buyer has not incurred any finder’s, broker’s or agent’s fees or commissions or similar compensation in connection with the transactions contemplated hereby which would impose any obligation or liability upon Seller.

 

2.9       Investigation. Buyer acknowledges and agrees that it: (a) has made its own inquiry and investigation into and, based thereon, has formed an independent judgment concerning, Seller, the Business, the Purchased Assets, the transactions contemplated by this Agreement, the Assumed Liabilities, and any other assets, rights, or obligations to be transferred hereunder or pursuant hereto; and (b) has been furnished with, or given access to, such information about Seller, the Business, the Purchased Assets, the Assumed Liabilities, and any other rights or obligations to be transferred hereunder or pursuant hereto, as it has requested. Buyer further acknowledges and agrees that: (i) the only representations, warranties, covenants, and agreements made by Seller are the representations, warranties, covenants, and agreements made in this Agreement and the other agreements entered into in connection with the consummation of the transactions contemplated hereby and Buyer has not relied upon any other representations or other information made or supplied by or on behalf of Seller or by any Affiliate or representative of Seller, including any information provided through management presentations, data rooms, or other due diligence information and that Buyer will not have any right or remedy arising out of any such other representation or other information; (ii) any claims that Buyer may have for breach of representation or warranty under this Agreement will be based solely on the representations and warranties of Seller set forth in Article III hereof (as modified by the schedules); and (iii) except as expressly set forth in this Agreement or in the other agreements entered into in connection with the consummation of the transactions contemplated hereby, Buyer will acquire the Business, the Purchased Assets, and the Assumed Liabilities without any representation or warranty, express or implied, as to merchantability, satisfactory quality, or fitness for any particular purpose, in “as-is” condition and on a “where-is” basis.

 

2.10       Full Disclosure. To Buyer’s knowledge, neither this Agreement, the exhibits hereto nor any other document delivered by Buyer to Seller or its attorneys or agents in connection herewith or therewith at the Closing or with the transactions contemplated hereby or thereby, contain any untrue statement of a material fact nor, to Buyer s knowledge, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. To Buyer’s knowledge, there are no material disclosures that it has failed to make to Seller.

 

 
Exhibit 10.2

Page 8 of 32

 

2.11       Closing Date. All of the representations and warranties contained in this Article II and made by Buyer elsewhere in this Agreement and all information delivered in any schedule, attachment, or exhibit hereto or in any writing delivered to Seller by Buyer are true and correct on the date of this Agreement and will be true and correct on the Closing Date.

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

 

As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Seller makes the following representations and warranties to Buyer. Such representations and warranties are subject to the qualifications and exceptions set forth in the disclosure schedules delivered to Buyer pursuant to this Agreement (the “Seller Disclosure Schedules”):

 

3.1       Status. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to own or lease its properties and to carry on its business as now being conducted. Except as set forth on Schedule 3.1, Seller is not legally qualified to transact business as a foreign corporation in any jurisdiction, and the nature of its properties and the conduct of the Business do not require such qualification. Seller has fully complied with all of the requirements of any statute governing the use and registration of fictitious names and has the legal right to use the names under which it operates its business. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of Seller.

 

3.2       Power and Authority. Seller has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Seller has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

 

3.3       Enforceability. This Agreement has been duly executed and delivered by Seller and this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.

 

 
Exhibit 10.2

Page 9 of 32

 

3.4       Capitalization. All of the issued and outstanding securities of Seller (i) have been duly authorized and validly issued and are fully paid and non-assessable, (ii) were issued in compliance with all applicable state and federal securities laws, and (iii) were not issued in violation of any preemptive rights or rights of first refusal. No preemptive rights or rights of first refusal exist with respect to the any securities of Seller and no such rights arise by virtue of or in connection with the transactions contemplated hereby. There are no outstanding or authorized rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements or commitments of any kind that could require Seller to issue or sell any of its securities (or securities convertible into or exchangeable for any shares of capital stock). There are no outstanding profit participation or other similar rights with respect to Seller. Other than as set forth herein, there are no proxies, voting rights or other agreements or understandings with respect to the voting or transfer of the securities of Seller. Seller is not obligated to redeem or otherwise acquire any of its securities.

 

3.5       No Violation. Except as set forth on Schedule 3.5, the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereunder will not (i) contravene any provision of the Certificate of Incorporation or Bylaws of Seller, (ii) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is either applicable to, binding upon or enforceable against Seller, (iii) conflict with, result in any breach of, or constitute a default (with or without the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any Contract which is applicable to, binding upon or enforceable against Seller, (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the property or assets of Seller, or (v) require the consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, any court or tribunal or any other Person.

 

3.6       Records of Seller. The copies of the Certificate of Incorporation or Bylaws (or equivalent organizational documents) of Seller made available to Buyer for review are true, accurate and complete and reflect all amendments made through the date of this Agreement. The minute books for Seller made available to Buyer for review were correct and complete in all material respects as of the date of such review, no further entries have been made through the date of this Agreement, such minute books contain the true signatures of the Persons purporting to have signed them, and such minute books contain an accurate record of all material actions of the shareholders (and any committees thereof) of Seller taken by written consent or at a meeting since organization. All material actions taken by Seller have been duly authorized or ratified. All accounts, books, ledgers and official and other records of Seller have been fully, properly and accurately kept and completed in all respects, and there are no inaccuracies or discrepancies of any kind contained therein. The ledgers of Seller, as previously made available to Buyer, contain accurate and complete records of all issuances, transfers and cancellations of shares of capital stock of Seller.

 

3.7       Subsidiaries. Seller does not own, directly or indirectly, any outstanding voting securities of or other interests in, or control, any other corporation, partnership, joint venture or other business entity.

 

 
Exhibit 10.2

Page 10 of 32

 

3.8       Financial Statements. Seller has delivered to Buyer the unaudited financial statements of Seller for the fiscal years ending December 31, 2018 and December 31, 2019, including the notes thereto (if applicable), internally prepared by Seller (the “Annual Statements”) (collectively the “Financial Statements”), copies of which are attached to Schedule 3.8(a) hereto. The unaudited balance sheet dated as of December 31, 2019 of Seller included in the Financial Statements is referred to herein as the “Current Balance Sheet.” Except as specifically set forth on Schedule 3.8(b), the Financial Statements fairly present in all material respects the financial position of Seller at each of the balance sheet dates and the results of operations for the periods covered thereby and have been prepared in accordance with Seller’s past practices, applied on a consistent basis. The books and records of Seller fully and fairly reflect all material transactions, properties, assets and liabilities of Seller.

 

3.9       Changes Since the Current Balance Sheet Date. Since the date of the Current Balance Sheet, except as expressly contemplated by the terms of this Agreement, none of the actions listed in clauses (a) through (o) of the third sentence of Section 4.1 of this Agreement shall have occurred that (i) have had or is reasonably likely to have a Material Adverse Change on the Seller, or (ii) are outside of the ordinary course of business of Seller consistent with past practices.

 

3.10       Liabilities of Seller; Indebtedness. Seller does not have any liabilities or obligations, whether accrued, absolute, contingent or otherwise, except (a) to the extent reflected or taken into account in the Current Balance Sheet and not heretofore paid or discharged, (b) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Current Balance Sheet which are not material in amount. Schedule 3.10 lists all Indebtedness owed by Seller to a bank or any other Person.

 

3.11       Litigation. Except as set forth on Schedule 3.11, there is no action, suit, or other legal or administrative proceeding or governmental investigation pending, or to the knowledge of Seller threatened or contemplated, against, by or affecting Seller or any of Seller’s properties or assets be or which questions the validity or enforceability of this Agreement or the transactions contemplated hereby, and, to the knowledge of Seller, there is no basis for any of the foregoing. Except as set forth on Schedule 3.11, there has been no action, suit or other legal or administrative proceeding or governmental investigation against, by or affecting Seller or any of Seller’s properties or assets in the past year.

 

3.12       Environmental Matters. Seller (i) is in material compliance with any and all Environmental Laws (as hereinafter defined), (ii) has received all material permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its business, and (iii) is in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Change. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

 

 
Exhibit 10.2

Page 11 of 32

 

3.13       Real Estate. Seller does not own any real property. Schedule 3.13 sets forth the street address of each parcel of real estate used in the conduct of the Business of the date hereof (the “Leased Premises”). With respect to such Leased Premises:

 

(i)       there are no pending or to the knowledge of Seller, threatened, condemnation proceedings, suits or administrative actions relating to the Leased Premises or other matters affecting adversely the current use, occupancy or value thereof;

 

(ii)       to the knowledge of Seller, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), building code requirements, permits, licenses or other forms of approval by any Governmental Authority, and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Leased Premises are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;

 

(iii)       the Leased Premises have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation of Seller’s business and have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations;

 

(iv)       there are no Contracts executed by Seller granting to any party or parties the right of use or occupancy of any portion of the parcels of Leased Premises;

 

(v)       there are no outstanding options or rights of first refusal granted by Seller to purchase the parcels of Leased Premises, or any portion thereof or interest therein;

 

(vi)       there are no parties (other than Seller) in possession of the Leased Premises;

 

(vii)       the Leased Premises are supplied with utilities and other services necessary for the operation of the Leased Premises, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are to the knowledge of Seller adequate in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcels of Leased Premises;

 

 
Exhibit 10.2

Page 12 of 32

 

(viii)       the Leased Premises abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of Leased Premises; access to the property is provided by paved public right-of-way with adequate curb cuts available; and there is no pending or to the knowledge of Seller threatened termination of the foregoing access rights;

 

(ix)       all improvements and buildings on the Leased Premises are in good repair and are safe for occupancy and use; to the knowledge of Seller free from termites or other wood-destroying organisms; the roofs thereof are watertight; and the structural components and systems (including plumbing, electrical, air conditioning/heating, and sprinklers) are in good working order and adequate for the use of such Leased Premises in the manner in which presently used;

 

(x)       there are no service contracts, management agreements or similar agreements which affect the parcels of Leased Premises; and

 

3.14       Seller has not received notice of any special assessment which may affect the Leased Premises, and to the knowledge of Seller, no such special assessment is contemplated by any Governmental Authority.

 

3.15       Business, Good Title, Adequacy and Condition of Purchased Assets.

 

(a)       Seller owns and operates the Purchased Assets. Upon consummation of the transactions contemplated hereby, Buyer will have acquired and own all of the Purchased Assets.

 

(b)       The Fixed Assets (as hereinafter defined) currently in use in the business and operations of Seller are in good operating condition and repair, normal wear and tear excepted, and have been maintained in accordance with all material applicable specifications and warranties and normal industry practice. For purposes of this Agreement, the term “Fixed Assets” means all machinery, equipment, tools, supplies, leasehold improvements, and fixtures related to the Purchased Assets.

 

3.16       Compliance with Laws. Seller is in compliance with all laws, regulations and orders applicable to it, its business and operations (as conducted by it now), except where the failure to be in compliance would not have a Material Adverse Change. Except as set forth on Schedule 3.16, there are no pending or, to the knowledge of Seller, threatened citations, fines, or other notifications of any present failure to comply with any laws, regulations or orders. Neither Seller nor any of its employees or agents has made any payment of funds in connection with the business of Seller which is prohibited by law, and no funds have been set aside to be used in connection with the business of Seller for any payment prohibited by law. Seller is not subject to any Contract, decree or injunction in which Seller is a party which restricts the continued operation of the Business or the expansion thereof to other geographical areas, customers and suppliers.

 

 
Exhibit 10.2

Page 13 of 32

 

3.17       Labor and Employment Matters. Schedule 3.17 sets forth the name, address, and current rate of compensation of each employee of Seller. Seller is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and there has been no effort by any labor union during the twelve (12) months prior to the date hereof to organize any employees of Seller into one or more collective bargaining units. There is no pending, or to the knowledge of Seller, threatened, labor dispute, strike or work stoppage which affects or which may affect the Business or which may interfere with its continued operations. Neither Seller nor any agent, representative or employee thereof has within the last twelve (12) months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending, or to the knowledge of Seller threatened, charge or complaint against Seller by or with the National Labor Relations Board or any representative thereof. Seller is not aware that any key employee or group of employees has any plans to terminate his or their employment with Seller. There has been no strike, walkout or work stoppage involving any of the employees of Seller during the twelve (12) months prior to the date hereof. Seller is not a party or subject to any employment agreements, noncompete agreements or consulting agreements. Seller is in compliance with applicable laws, rules and regulations relating to employment, civil rights and equal employment opportunities, including the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended and the Immigration Reform and Control Act of 1986, as amended.

 

3.18       Employee Benefit Plans. There are no employee benefit Plans maintained by Seller under Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

3.19       Tax Matters. Seller has timely filed all Tax Returns and reports required to be filed by it, including all federal, state, local and foreign Tax Returns, and has paid in full, without limitation, all excise Taxes, sales and use Taxes, payroll withholding Taxes, FICA Taxes, unemployment Taxes, business Taxes, and real and personal property Taxes that are required or made adequate provision by the establishment or reserves for all Taxes and other charges that have become due. All Tax Returns and reports have been prepared in accordance with applicable laws and, to the knowledge of Seller, accurately reflect the Taxable income (or other measure of Tax) of Seller. There is no Tax deficiency proposed in writing or, to the knowledge of Seller, threatened against Seller. There are no Tax Liens upon any property or assets of Seller. Seller has made all payments of estimated Taxes when due in amounts sufficient to avoid the imposition of any penalty.

 

3.20       Insurance. Seller is covered by valid, outstanding and enforceable policies of insurance covering its respective properties, assets and businesses against risks of the nature normally insured against by corporations in the same or similar lines of business and in coverage amounts typically and reasonably carried by such corporations (the “Insurance Policies”). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. As of the Closing, each of the Insurance Policies will be in full force and effect. Seller has materially complied with the provisions of such Insurance Policies. Schedule 3.20 contains a complete and correct list of all Insurance Policies and all amendments and riders thereto (copies of which have been provided to Buyer), and identifies the insurer, type of coverage and policy period for each policy. During the past year prior to the date hereof, Seller has not made any claims under any of the Insurance Policies and has suffered no losses that would give rise to any such claims, for an amount in excess of Ten Thousand Dollars ($10,000). Seller has not failed to give, in a timely manner, any notice required under any of the Insurance Policies to preserve its rights thereunder.

 

 
Exhibit 10.2

Page 14 of 32

 

3.21       Other Activities. As of the date hereof, except with respect to the Business, Seller is not engaged in any other activities, whether directly or indirectly, which are competitive with the activities of Buyer or any of its Affiliates.

 

3.22       Licenses and Permits. Seller possesses all licenses and required governmental or official approvals, permits or authorizations (collectively, the “Permits”) for its business and operations, including with respect to the operation of each of the Leased Premises and the Purchased Assets, and Schedule 3.22 contains a true and complete list of all such Permits. All such Permits are valid and in full force and effect, Seller is in material compliance with the respective requirements thereof, and no proceeding is pending, or to the knowledge of Seller threatened, to revoke or amend any of them. None of such Permits is or will be impaired or in any way affected by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

 

3.23       Adequacy of the Assets; Relationships with Customers and Suppliers; Affiliated Transactions. Except as set forth on Schedule 3.23, no current supplier to Seller of items material to the conduct of its business and the Purchased Assets has threatened to terminate its business relationship with Seller for any reason. Other than the lease for the Leased Premises or as set forth on Schedule 3.23, Seller does not have any direct or indirect interest in any customer, supplier or competitor of Seller or in any Person from whom or to whom Seller leases real or personal property, and no shareholder of Seller, nor any Person related by blood or marriage to any such Person, nor any entity in which any such Person owns any beneficial interest, is a party to any Contract or transaction with Seller or has any interest in any property used by Seller.

 

3.24       Intellectual Property. Seller owns or possesses sufficient legal rights to all Intellectual Property (as defined below) that is necessary to the conduct of Seller’s business as now conducted and as presently proposed to be conducted (the “Seller Intellectual Property”) without any violation or infringement (or in the case of third-party patents, patent applications, trademarks, trademark applications, service marks, or service mark applications, without any violation or infringement known to Seller) of the rights of others. No product or service marketed or sold (or proposed to be marketed or sold) by Seller violates or will violate any license or infringes or will infringe any rights to any patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes (collectively, “Intellectual Property”) of any other party, except that with respect to third-party patents, patent applications, trademarks, trademark applications, service marks, or service mark applications the foregoing representation is made to Seller’s knowledge only. Other than with respect to commercially available software products under standard end-user object code license agreements, there is no outstanding option, license, agreement, claim, encumbrance or shared ownership interest of any kind relating to the Seller Intellectual Property, nor is Seller bound by or a party to any options, licenses or agreements of any kind with respect to the Intellectual Property of any other Person. Seller has not received any written communications alleging that it has violated or, by conducting its business, would violate any of the Intellectual Property of any other Person.

 

 
Exhibit 10.2

Page 15 of 32

 

3.25       Contracts. Schedule 3.25(a) sets forth a list of each Contract to which Seller is a party or by which it or its properties and assets are bound and which is material to the Purchased Assets (the “Material Contracts”), true, correct and complete copies of which have been provided to Buyer including all sales and service agreements, but excluding standard customer contracts entered into in the ordinary course of business, without material modification from the preprinted forms used by Seller in the ordinary course of business, copies of which have been supplied to Buyer. Seller is not a party to any oral contracts. Each Material Contract is a legal, valid and binding obligation of Seller, enforceable against Seller and, to the knowledge of Seller, the other parties thereto, and in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. Except as set forth on Schedule 3.25(b), Seller has not materially violated any of the terms or conditions of any Material Contract or any term or condition which would permit termination or modification of any Material Contract, and to the knowledge of Seller, all of the covenants to be performed by any other party thereto have been fully performed, and there are no claims for breach or indemnification or notice of default or termination under any Material Contract. No event has occurred which constitutes, or after notice or the passage of time, or both, would constitute, a material default by Seller under any Material Contract, and to the knowledge of Seller, no such event has occurred which constitutes or would constitute a default by any other party to such Material Contract. Seller is not subject to any liability or payment resulting from renegotiation of amounts paid under any Material Contract. As used in this Section 3.25, “Material Contracts” shall include: (a) loan agreements, indentures, mortgages, pledges, hypothecations, deeds of trust, conditional sale or title retention agreements, security agreements, letters of credit, commitment letters, equipment financing obligations or guaranties, or other sources of contingent liability in respect of any Indebtedness; (b) contracts obligating Seller to provide or purchase products or services for a period of one year or more; (c) leases of real property and leases of personal property not cancelable without penalty on notice of sixty (60) days or less or calling for payment of an annual gross rental exceeding Twenty Five Thousand Dollars ($25,000); (d) distribution, sales agency or franchise or similar agreements, or agreements providing for an independent contractor’s services, or letters of intent with respect to same; (e) employment agreements, management service agreements, consulting agreements, confidentiality agreements, non-competition agreements, employee handbooks, policy statements and any other agreements relating to any employee, officer or director of Seller; (f) licenses, assignments or transfers of trademarks, trade names, service marks, patents, copyrights, trade secrets or know how, or other agreements regarding proprietary rights or intellectual property; (g) any Contract relating to pending capital expenditures by Seller; (h) any non-competition agreements restricting Seller in any manner; and (i) other material Contracts or understandings, irrespective of subject matter and whether or not in writing, not entered into in the ordinary course of business by Seller and not otherwise disclosed on the schedules calling for payments by Seller exceeding Twenty Five Thousand Dollars ($25,000).

 

 
Exhibit 10.2

Page 16 of 32

 

3.26       Accuracy of Information Furnished by the Selling Parties. No written statement or written information made or furnished by Seller to Buyer or any of Buyer’s representatives, including those contained in this Agreement and the various schedules attached hereto and the other information and statements referred to herein and previously furnished by Seller, contains or shall contain any untrue statement of fact or omits or shall omit any fact necessary to make the information contained therein not misleading. Seller has provided Buyer with true, accurate and complete copies of all documents listed or described in the various schedules attached hereto.

 

3.27       Business Locations. Seller has no office or place of business other than as identified on Schedule 3.13 and Seller’s principal places of business and chief executive offices are indicated on Schedule 3.13, and, except for equipment leased to customers in the ordinary course of business, all locations where the equipment, inventory, chattel paper and books and records of Seller are located as of the date hereof are fully identified on Schedule 3.13.

 

3.28       Names; Prior Acquisitions. All names under which Seller does business as of the date hereof are specified on Schedule 3.28. Seller has not changed its name or used any assumed or fictitious name, or been the surviving entity in a merger, acquired any business or changed its principal place of business or chief executive office, within the past three (3) years.

 

3.29       No Commissions. Seller has not incurred any finder’s, broker’s or agent’s fees or commissions or similar compensation in connection with the transactions contemplated hereby which would impose any obligation or liability upon Buyer.

 

3.30       Full Disclosure. Seller has provided Buyer with all information requested by the Buyer in connection with its decision to purchase the Purchased Assets. To Seller’s knowledge, neither this Agreement, the exhibits hereto nor any other document delivered by Seller to Buyer or its attorneys or agents in connection herewith or therewith at the Closing or with the transactions contemplated hereby or thereby, contain any untrue statement of a material fact nor, to Seller’s knowledge, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. To Seller’s knowledge, there are no material disclosures that it has failed to make to Buyer.

 

3.31       No Further Representations. Seller will not be deemed to have made to Buyer any representation or warranty other than those expressly set forth in this Agreement and any schedules attached hereto. In particular, Seller makes no representation or warranty with respect to: (a) any projections, estimates, or budgets delivered or made available to Buyer concerning future revenues, expenses, expenditures, or results of operations; or (b) any other information or documents made available to Buyer or its representatives with respect to the Business.

 

3.32       Closing Date. All of the representations and warranties contained in this Article III and elsewhere in this Agreement and all information delivered in any schedule, attachment, or exhibit hereto, or in any writing delivered to Buyer, are true and correct on the date of this Agreement and will be true and correct on the Closing Date.

 

 
Exhibit 10.2

Page 17 of 32

 

ARTICLE IV

 

CONDUCT OF BUSINESS PENDING THE CLOSING

 

4.1       Conduct of Business by Seller Pending the Closing. Seller covenants and agrees that, except with the prior written consent of Buyer, which shall not be unreasonably delayed or withheld, between the date of this Agreement and the Closing Date, the Business shall be conducted only in, and Seller shall not take any action except in, the ordinary course of business consistent with past practice. During the period of time from the date of this Agreement until Closing, Seller shall use its reasonable best efforts to preserve intact its business organization, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other Persons with which it has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, Seller shall not between the date of this Agreement and the Closing Date, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of Buyer, which shall not be unreasonably delayed or withheld: (a) amend or otherwise change its Certificate of Incorporation, Bylaws or equivalent organizational documents; (b) issue or authorize the issuance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock or other ownership interest of Seller or any of its subsidiaries; (c) declare, set aside, make or pay any distribution, payable in cash, stock, property or otherwise, with respect to any of its shares of capital stock (except for distributions, to the shareholders in amounts consistent with past practices of Seller; (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its shares of capital stock; (e) acquire (including for cash, or shares of stock, property or services, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof; (f) incur any additional Indebtedness or prepay any Indebtedness other than in the ordinary course of business consistent with past practices; (g) create Liens on any of its assets; (h) make (or commit to make) any capital expenditures in excess of Ten Thousand Dollars ($10,000) except in the ordinary course of business; (i) make any loans or advances to any Person or entity or guarantee the Indebtedness of any Person or entity, except in the ordinary course of business consistent with past practice; (j) sell or dispose of any of its assets, other than in the ordinary course of business, consistent with past practice; (k) enter into, modify or terminate, any Contract, other than in the ordinary course of business consistent with past practice; (l) pay any bonus to or increase the compensation or benefits payable or to become payable to its employees, independent contractors or consultants except in the ordinary course of business; (m) pay, discharge or satisfy any existing claims, liabilities or obligations other than in the ordinary course of business consistent with past practice; (n) increase or decrease prices charged to its customers, except for previously announced price changes, or take any other action which might reasonably result in any increase in the loss of customers; or (o) agree, in writing or otherwise, to take or authorize any of the foregoing actions or any other action which would make any representation or warranty in Article III untrue or incorrect. Seller shall give written notice to Buyer promptly following the occurrence of any event which has had (or which is likely to have) an adverse effect upon its assets, business, operations, prospects, properties or condition (financial or otherwise).

 

 
Exhibit 10.2

Page 18 of 32

 

ARTICLE V

 

CERTAIN ADDITIONAL AGREEMENTS

 

5.1       Further Assurances. Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby.

 

5.2       Compliance with Covenants. Each party shall comply with all of the covenants of such party under this Agreement.

 

5.3       Cooperation. Each of the parties agrees to cooperate with the others in the preparation and filing of all forms, notifications, reports and information, if any, required or reasonably deemed advisable pursuant to any law, rule or regulation in connection with the transactions contemplated by this Agreement, and to use his or its reasonable best efforts to agree jointly on a method to overcome any objections by any Governmental Authority to any such transactions.

 

5.4       Other Actions. Each of the parties hereto shall use its or his reasonable best efforts to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated herein, including using its or his reasonable best efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of any Governmental Authority and parties to Contracts with Seller as are necessary for the consummation of the transactions contemplated hereby. Each of the parties shall make on a prompt and timely basis all governmental or regulatory notifications and filings required to be made by it for the consummation of the transactions contemplated hereby.

 

5.5       Access to Information. From the date hereof to the Closing Date, Seller shall, and shall cause its directors, officers, employees, auditors, counsel and agents to, afford Buyer and Buyer’s officers, employees, auditors, counsel and agents reasonable access at all reasonable times to its properties, offices and other facilities, to its officers and to all books and records, and shall furnish such Persons with all financial, operating and other data and information as may be reasonably requested except where such data or information is both specifically related to the negotiation and consummation of this transition and is protected by or the disclosure of which of would waive the attorney-client or attorney work product privilege. No information provided to or obtained by Buyer shall affect any representation or warranty in this Agreement.

 

5.6       Notification of Certain Matters. Seller shall give prompt notice to Buyer of the occurrence or non-occurrence of any event which would likely cause any representation or warranty contained herein to be untrue or inaccurate, or any covenant, condition, or agreement contained herein not to be complied with or satisfied.

 

 
Exhibit 10.2

Page 19 of 32

 

5.7       Confidentiality; Publicity. Except as may be required by law or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement or the subject matter or terms hereof without the prior consent of the other parties hereto. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by any party hereto without the prior approval of the other parties.

 

5.8       No Other Discussions. Seller and its Affiliates, employees, agents and representatives will not (i) initiate, encourage the initiation by others of discussions or negotiations with third parties or respond to solicitations by third Persons relating to any merger, sale or other disposition of any substantial part of the assets, business or properties of Seller (whether by merger, consolidation, sale of stock or otherwise) or (ii) enter into any agreement or commitment (whether or not binding) with respect to any of the foregoing transactions. Seller will immediately notify Buyer if, from the date of this Agreement, any third party attempts to initiate any solicitation, discussion or negotiation with respect to any of the foregoing transactions.

 

5.9       [Intentionally Omitted].

 

5.10       Consents. Prior to the Closing, Seller shall use its reasonable efforts to obtain and receive consents to the transactions contemplated hereby and waivers of rights to terminate or modify any rights or obligations of Seller from any Person(s) from whom such consent or waiver is required under any Contract to which Seller is bound, or who, as a result of the transactions contemplated hereby, would have the right to terminate or modify such Contracts, either by the terms thereof or as a matter of law.

 

5.11       Due Diligence Review. Buyer shall be entitled to conduct prior to Closing a reasonable due diligence review of the assets, properties, books and records of Seller relating to the Purchased Assets and an environmental assessment of the Purchased Assets (hereinafter referred to as “Environmental Assessment”), with all costs to be borne by Buyer. The Environmental Assessment may include, but not be limited to, a physical examination of the Purchased Assets and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing, review of pertinent records (including off-site disposal records and manifests), documents, and licenses of Seller. Seller shall provide Buyer or its designated agents or consultants with reasonable access to such property as Buyer, its agents or consultants reasonably require to conduct the Environmental Assessment. Buyer’s failure or decision not to conduct any such Environmental Assessment shall not affect any representation or warranty of Seller under this Agreement.

 

5.12       Certain Tax Matters. Seller shall duly prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis, all Tax Returns for Seller for any period ending on or before the Closing Date. Seller shall not file any amended Tax Returns with respect to Seller without the prior written consent of Buyer.

 

 
Exhibit 10.2

Page 20 of 32

 

5.13       Payoff and Estoppel Letters. Prior to the Closing, Seller shall request and deliver to Buyer, if applicable to the Purchased Assets, payoff and estoppel letters from all holders of any Indebtedness of Seller to be paid off on or prior to the Closing, which letters shall contain payoff amounts, per diem interest, wire transfer instructions and an agreement to deliver to Buyer, upon full payment of any such Indebtedness, UCC-3 termination statements, satisfactions of mortgage or other appropriate releases and any original promissory notes or other evidences of Indebtedness marked “canceled.”

 

5.14       Delivery of Property Received by Seller After Closing. From and after the Closing, Buyer shall have the right and authority to collect, for its account any other items which shall be transferred or are intended to be transferred to Buyer as part of the transactions contemplated hereby relating to the Purchased Assets, and to endorse with the name of Seller any checks or drafts received on account of any such other items. Seller agrees that it will transfer or deliver to Buyer, promptly after the receipt thereof, any cash or other property which it receives after the Closing Date in respect of any claims, contracts, licenses, leases, commitments, sales orders, purchase orders or any other items transferred or intended to be transferred to Buyer under this Agreement.

 

5.15       Buyer Appointed Attorney for Seller. Immediately after Closing, Seller hereby constitutes and appoints Buyer, and Buyer’s successors and assigns, its true and lawful attorney, in the name of either Buyer or Seller (as Buyer shall determine in its sole discretion) but for the benefit and at the expense of Buyer (except as otherwise herein provided), (a) to institute and prosecute all proceedings which Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets as provided for in this Agreement; (b) to defend or compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets, and to do all such acts and things in relation thereto as Buyer shall deem advisable; and (c) to take all action which Buyer may reasonably deem proper in order to provide for Buyer the benefits under any of the Purchased Assets where any required consent of another party to the sale or assignment thereof to Buyer pursuant to this Agreement shall not have been obtained. Seller acknowledges that the foregoing powers are coupled with an interest and shall be irrevocable. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

 

5.16       Execution of Further Documents. From and after the Closing, upon the reasonable request of Buyer, Seller shall execute, acknowledge and deliver all such further deeds, bills of sale, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required or appropriate to convey and transfer to and vest in Buyer and protect its right, title and interest in all of the Purchased Assets and to carry out the transactions contemplated by this Agreement.

 

5.17       Customer Relationships. After the Closing Date, Seller will cooperate with Buyer in its efforts to continue and maintain, for the benefit of Buyer, those business relationships of Seller existing prior to the Closing Date and relating to the business to be operated by Buyer after the Closing Date. Seller will not take any action that would tend to diminish the value of the Purchased Assets after the Closing Date or that would interfere with the business of Buyer to be engaged in after the Closing Date, including disparaging the name or business of Buyer or its Affiliates.

 

 
Exhibit 10.2

Page 21 of 32

 

5.18        Continued Employment of Seller’s Employees.

 

(a)       Effective after the Closing, Buyer will offer employment at will to all persons employed by Seller immediately prior to the Closing Date at the same base salary, with comparable incentive compensation opportunities and benefits in the aggregate, including vacation, and in the same position as in effect immediately prior to the Closing Date. Each such employee who accepts such employment as of the Closing Date will be referred to herein as a “Transferred Employee.” Buyer will assume and be responsible for all accrued and unused paid time off (including vacation) for use in accordance with Buyer’s policies, and Seller will have no liability therefor.

 

(b)       Effective as of the Closing, the Transferred Employees will cease to be covered by the Plans. Seller will retain responsibility for and continue to pay all medical, life insurance, disability, and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such Transferred Employee or his/her covered dependents prior to the Closing. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Closing will be the responsibility of Buyer. For purposes of this paragraph, a claim is deemed incurred by a Transferred Employee: (i) in the case of medical or dental benefits, when the services that are the subject of the claim are performed; (ii) in the case of life insurance, when the death occurs; (iii) in the case of long-term disability benefits, when the disability occurs; (iv) in the case of workers compensation benefits, when the event giving rise to the benefits occurs; and (v) otherwise, at the time the Transferred Employee or covered dependent becomes entitled to payment of a benefit (assuming that all procedural requirements are satisfied and claims applications properly and timely completed and submitted). Periods of employment with Seller and/or any of its current or former Affiliates, to the extent previously recognized under any of the Plans, will be taken into account for all purposes, including, as applicable, eligibility for participation, vesting, level of benefits, and benefit accrual of any Transferred Employee under the applicable employee benefit plan offered by Buyer to the Transferred Employees, including vacation plans or arrangements, 401(k) or other retirement plans, and any severance and welfare plans, except to the extent such credit would result in duplication of benefits.

 

(c)       Buyer will use commercially reasonable efforts to: (i) waive any limitation on health insurance coverage of Transferred Employees and their eligible dependents due to pre-existing conditions under all applicable medical plans of Buyer to the extent such condition was satisfied or waived under any of the Plans; and (ii) credit Transferred Employees and their eligible dependents with all payments credited against out-of-pocket maximums and deductible payments and co-payments paid by such Transferred Employee or their eligible dependent, in each case, under the comparable Plan during the plan year in which the Closing Date occurs for the purpose of determining the extent to which any such Transferred Employee or their eligible dependent has satisfied his or her deductible and whether he or she has reached the out-of-pocket maximum under any health insurance plans of Buyer for such year.

 

 
Exhibit 10.2

Page 22 of 32

 

ARTICLE VI

 

CONDITIONS TO THE OBLIGATIONS OF BUYER

 

The obligation of Buyer to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived in whole or in part in writing by Buyer:

 

6.1       Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except (i) for matters specifically permitted by or disclosed on any schedule to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Seller shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, duly signed, certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been complied with and performed.

 

6.2       No Material Adverse Change or Destruction of Property. Between the date hereof and the Closing Date, (i) there shall have been no Material Adverse Change to Seller, (ii) there shall have been no adverse federal, state or local legislative or regulatory change affecting the Business in any material respect, and (iii) none of the properties and assets of Seller shall have been materially damaged by fire, flood, casualty, act of God or the public enemy or other cause (regardless of insurance coverage for such damage), and there shall have been delivered to Buyer a certificate to that effect, dated the Closing Date and signed by or on behalf of Seller.

 

6.3       Corporate Certificate. Seller shall have delivered to Buyer (i) copies of the organizational documents of Seller as in effect immediately prior to the Closing Date, and (ii) copies of resolutions adopted by the Board of Directors and the shareholders of Seller authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing of Seller issued by the Secretary of State of the State of Delaware as of a date not more than ten (10) days prior to the Closing Date, certified in the case of subsections (i) and (ii) of this Section as of the Closing Date by the chief executive officer of Seller as being true, correct and complete.

 

6.4       Delivery of Other Documents. At the Closing, Seller shall have executed and delivered or caused to be executed and delivered the Bill of Sale, the payoff and estoppel letters set forth in Section 5.13, and such other documents as reasonably requested by Buyer.

 

6.5       Consents. Seller and Buyer shall have received all necessary permits, licenses, franchises, approvals and consents to the transactions contemplated hereby, waivers of rights to terminate or modify any rights or obligations of Seller from any Person from whom such consent or waiver is required under any Contract to which Seller is bound as of a date such that any such approval or consent will be effective as of the Closing Date, or who, as a result of the transactions contemplated hereby, would have such rights to terminate or modify such Contracts, either by the terms thereof or as a matter of law.

 

 
Exhibit 10.2

Page 23 of 32

 

6.6       No Adverse Litigation. There shall not be pending or threatened any material action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transaction contemplated hereby, and which, in the reasonable judgment of Buyer, makes it inadvisable to proceed with the transactions contemplated hereby.

 

6.7       Board Approval. The Board of Directors of Buyer shall have authorized and approved this Agreement, and the transactions contemplated hereby.

 

6.8       Due Diligence Review. Buyer shall have completed its due diligence review and Environmental Assessment pursuant to Section 5.11 and the audit of Seller and in each case shall be satisfied with the results, of such review, audit and assessment.

 

6.9       Lender Approval. To the extent required by any debt agreement, the creditors of Buyer shall have authorized and approved the transaction contemplated by this Agreement.

 

6.10       Closing Documents. Seller and the other applicable parties shall have executed and delivered the documents required by this Agreement to have been executed and delivered by them, and such other closing documents necessary to consummate the acquisition.

 

ARTICLE VII

 

CONDITIONS TO THE OBLIGATIONS OF SELLER

 

The obligations of Seller to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following conditions, any or all of which may be waived in whole or in part in writing by Seller:

 

7.1       Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct in all material respects as of such date. Buyer shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing. Buyer shall have delivered to Seller a certificate, dated as of the Closing Date, and signed by an officer, certifying that such representations and warranties are true and correct in all material respects and that all such obligations have been complied with and performed in all material respects.

 

 
Exhibit 10.2

Page 24 of 32

 

7.2       Corporate Certificate. Buyer shall have delivered to Seller (i) copies of the organizational documents of Buyer as in effect immediately prior to the Closing Date, and (ii) copies of resolutions adopted by the Board of Directors and the shareholders of Buyer authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing of Buyer issued by the Secretary of State of the State of Delaware as of a date not more than ten (10) days prior to the Closing Date, certified in the case of subsections (i) and (ii) of this Section as of the Closing Date by the chief executive officer of Buyer as being true, correct and complete.

 

7.3       Consideration. At the Closing, Buyer shall have delivered the Purchase

Price.

 

7.4      No Order or Injunction. No court of competent jurisdiction or other governmental body shall have issued or entered any order or injunction restraining or prohibiting the transactions contemplated hereby, which remains in effect at the time of the Closing.

 

7.5       Delivery of Other Documents. At the Closing, Buyer shall cause to be executed and delivered the documents required by this Agreement to have been executed and delivered by it.

 

7.6       Consulting Agreement. At the Closing, Buyer and Kenneth Chessick shall enter into the Consulting Agreement.

 

ARTICLE VIII

INDEMNIFICATION

 

8.1       Agreement by Seller to Indemnify. Seller hereby agrees to indemnify and hold Buyer and each of its officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article VIII, “Buyer”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel and paralegal fees and expenses) incurred or suffered by Buyer arising out of or resulting from (i) any breach of a representation, warranty or certification made by Seller in this Agreement or in any other written document or certificate delivered pursuant to this Agreement, (ii) any breach of the covenants or agreements made by Seller in this Agreement or in any other written document or certificate to this Agreement, (iii) any Excluded Liabilities (collectively, “Indemnifiable Damages”). Without limiting the generality of the foregoing, Indemnifiable Damages shall be measured on a pre-Tax basis, and with respect to the measurement of Indemnifiable Damages, (i) Buyer shall have the right to be put in the same pre-Tax consolidated financial position considering the pre-Tax effects of any Indemnifiable Damages and (ii) the indemnity payment with respect to any Indemnifiable Damages shall be calculated after taking into account all reductions in federal, state, local and foreign Taxes (including estimated Taxes) realized by the indemnified party as a result of the event giving rise to such Indemnifiable Damages. Buyer shall, and shall cause its Affiliates to, realize all such reductions in federal, state, local and foreign Taxes reasonably available, including through the filing of amended Tax Returns. Notwithstanding the foregoing, no claim for Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard to the Indemnification Threshold) shall be asserted by Buyer until the aggregate of all Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) (the “Indemnification Threshold”), in which case Buyer shall be entitled to collect all Indemnifiable Damages from the first dollar thereof, without regard to the Indemnification Threshold. Further, Buyer shall have no right to collect Indemnifiable Damages in excess of the Purchase Price.

 

 
Exhibit 10.2

Page 25 of 32

 

8.2       Agreement by Buyer to Indemnify. Buyer hereby agrees to indemnify and hold Seller and each of its officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article VIII, “Seller”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel and paralegal fees and expenses) incurred or suffered by Seller arising out of or resulting from (i) any breach of a representation, warranty or certification made by Buyer in this Agreement or in any other written document or certificate delivered pursuant to this Agreement, (ii) any breach of the covenants or agreements made by Buyer in this Agreement or in any other written document or certificate to this Agreement, (iii) any Assumed Liabilities (collectively, “Indemnifiable Damages”). Without limiting the generality of the foregoing, Indemnifiable Damages shall be measured on a pre-Tax basis, and with respect to the measurement of Indemnifiable Damages, Seller shall have the right to be put in the same pre-Tax consolidated financial position considering the pre-Tax effects of any Indemnifiable Damages. Notwithstanding the foregoing, no claim for Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard to the Indemnification Threshold) shall be asserted by Seller until the aggregate of all Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) (the “Indemnification Threshold”), in which case Seller shall be entitled to collect all Indemnifiable Damages from the first dollar thereof, without regard to the Indemnification Threshold. Further, Seller shall have no right to collect Indemnifiable Damages in excess of the Purchase Price.

 

8.3       Survival of Representations and Warranties. Each of the representations and warranties made by Seller in this Agreement or pursuant hereto shall survive the Closing for a period of twelve (12) months except for the representations and warranties made by Seller set forth in Sections 3.2, 3.3, 3.4, 3.11, 3.12, 3.14 and 3.18 which shall survive the Closing for the applicable period of limitations. Each of the representations and warranties made by Buyer in this Agreement or pursuant hereto shall survive the Closing for a period of twelve (12) months except for the representations and warranties made by Buyer set forth in Sections 2.2, 2.3, 2.4 and 2.6 which shall survive the Closing for the applicable period of limitations. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement.

 

 
Exhibit 10.2

Page 26 of 32

 

8.4       Collection of Indemnifiable Damages. The parties may take any action or exercise any remedy available to such party by appropriate legal proceedings to collect the Indemnifiable Damages.

 

8.5       Remedies Cumulative. The remedies provided herein shall be cumulative and shall not preclude the parties hereto from asserting any other right, or seeking any other remedies against the other parties to this Agreement.

 

ARTICLE IX

DEFINITIONS

 

9.1       Defined Terms. As used herein, the following terms shall have the following meanings:

 

“Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on the date hereof.

 

“Code” means the Internal Revenue Code of 1986, as amended, and treasury regulations promulgated thereunder.

 

“Contract” means any agreement, contract, lease, note, mortgage, indenture, loan agreement, franchise agreement, covenant, employment agreement, license, instrument, purchase and sales order, commitment, undertaking, obligation, whether written or oral, express or implied.

 

“Governmental Authority” means any nation or government, any state, regional, local or other political subdivision thereof, and any entity or official exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

 

“Indebtedness” of any entity means all obligations of such entity (i) should be classified upon a balance sheet of such entity as indebtedness, (ii) for borrowed money or purchase money financing which has been incurred in connection with the acquisition of property or services, guaranties, letters of credit, or deferred purchase price, including accrued and unpaid interest, and prepayment or early termination penalties associated with any of the foregoing, (iii) secured by any Lien or other charge upon property or assets owned by such entity, even though such entity has not assumed or become liable for the payment of such obligations, (iv) created or arising under any conditional sale or other title retention agreement with respect to property acquired by such entity, whether or not the rights and remedies of the lender or lessor under such agreement in the event of default are limited to repossession or sale of the property, and (v) for remaining payments under any leases (including equipment leases), or rental purchase options.

 

“Lien” means any mortgage, pledge, security interest, encumbrance, lien, restriction on transfer, right of refusal, preemptive right, claim or charge of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or comparable law or any jurisdiction in connection with such mortgage, pledge, security interest, encumbrance, lien or charge).

 

 
Exhibit 10.2

Page 27 of 32

 

“Material Adverse Change” means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects.

 

“Person” means an individual, partnership, corporation, business trust, joint stock Buyer, estate, trust, unincorporated association, joint venture, Governmental Authority or other entity, of whatever nature.

 

“Tax Return” means any Tax return, filing or information statement required to be filed in connection with or with respect to any Taxes.

 

“Taxes” means all taxes, fees or other assessments, including income, excise, property, sales, franchise, intangible, withholding, social security and unemployment taxes imposed by any federal, state, local or foreign governmental agency, and any interest or penalties related thereto.

 

9.2       Other Definitional Provisions. All terms defined in this Agreement shall have the defined meanings when used in any certificates, reports or other documents made or delivered pursuant hereto or thereto, unless the context otherwise requires. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. As used herein, the neuter gender shall also denote the masculine and feminine, and the masculine gender shall also denote the neuter and feminine, where the context so permits.

 

ARTICLE X

TERMINATION

 

10.1       Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by mutual written consent of the parties hereto at any time prior to the Closing; or (b) by either party in the event of a material breach by the other party of any provision of this Agreement applicable to it; or (c) by any of the parties if the Closing has not occurred prior to March 31 2020.

 

10.2       Effect of Termination. Except for the provisions of Section 5.7 and Article VIII hereof, which shall survive any termination of this Agreement, in the event of termination of this Agreement pursuant to Section 10.1, this Agreement shall forthwith become void and of no further force and effect and the parties shall be released from any and all obligations hereunder; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement.

 

 
Exhibit 10.2

Page 28 of 32

 

ARTICLE XI

GENERAL PROVISIONS

 

11.1       Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing and shall be delivered by electronic mail with confirmation of receipt, certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the following addresses (or to such other addresses which such party shall designate in writing to the other party):

 

  (a) if to Buyer to:
     
   

uBid Holdings, Inc.

Lakeside Corporate Court

5880 Live Oak Parkway

Suite 100

    Norcross, Georgia 30093
   

Attn: Ketan Thakker, President

Telephone: (773) 272-5000

Email: ketan.thakker@ubid.com

     
    with a copy to:
     
    Culhane Meadows PLLC
    1101 Pennsylvania Avenue, N.W.
    Suite 300
    Washington, D.C. 20004
    Attn: Ernest M. Stern, Esq.
    Telephone: (301) 910-2030
    Email: estern@cm.law
     
  (b) if to Seller to:
     
   

Restaurant.com, Inc.

1500 West Shure Drive

Suite 600

    Arlington Heights, Illinois 60004
   

Attn: Kenneth C. Chessick, CEO and Chairman

Telephone: (847) 989 0023

    Email: ken@restaurant.com
     
    with a copy to:
     
    Freeborn & Peters LLP
    230 Park Avenue, Suite 630
    New York, NY 10169
    Attn: Christopher Pesch, Esq.
    Telephone: (646) 993-4433
    Email: cpesch@freeborn.com

 

 
Exhibit 10.2

Page 29 of 32

 

Notice shall be deemed given on the date sent if sent by email and on the date delivered (or the date of refusal of delivery) if sent by overnight delivery or certified or registered mail.

 

11.2       Entire Agreement; No Third Party Beneficiaries. This Agreement (including the exhibits and schedules attached hereto) and other documents delivered at the Closing pursuant hereto, contain the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings (oral or written) between or among the parties with respect to such subject matter. The parties agree that prior drafts of this Agreement shall not be deemed to provide any evidence as to the meaning of any provision hereof or the intent of the parties with respect thereto. The exhibits and schedules constitute a part hereof as though set forth in full above. Except for Seller Affiliates and other Persons expressly stated herein to be indemnitees, this Agreement is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

 

11.3       Expenses; Sales Tax. Except as otherwise provided herein, the parties shall pay their own fees and expenses, including their own counsel fees, incurred in connection with this Agreement or any transaction contemplated hereby. The parties agree that the parties shall split evenly all sales, transfer or similar Taxes required to be paid by reason of the sale by Seller to Buyer of the Purchased Assets pursuant to this Agreement.

 

11.4       Amendment; Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by all parties. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other.

 

11.5       Binding Effect; Assignment. The rights and obligations of this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. Nothing expressed or implied herein shall be construed to give any other Person any legal or equitable rights hereunder. The rights and obligations of this Agreement may not be assigned by Buyer or Seller.

 

 
Exhibit 10.2

Page 30 of 32

 

11.6       Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. An electronic scanned or telecopy signature of any party shall be considered to have the same binding legal effect as an original signature.

 

11.7       Interpretation. When a reference is made in this Agreement to an article, section, paragraph, clause, schedule or exhibit, such reference shall be deemed to be to this Agreement unless otherwise indicated. The headings contained herein and on the schedules are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or the schedules. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

 

11.8       Construction. The parties agree and acknowledge that they have jointly participated in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant. The mere listing (or inclusion of copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty relates solely to the existence of the document or other items itself).

 

11.9       Governing Law; Severability. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of Delaware applicable to contracts executed and to be wholly performed within such State. If any word, phrase, sentence, clause, section, subsection or provision of this Agreement as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of any other word, phrase, sentence, clause, section, subsection or provision of this Agreement. If any provision of this Agreement, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and shall be enforced.

 

11.10       Arm’s Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm’s length negotiations conducted by and among the parties and their respective counsel.

 

 
Exhibit 10.2

Page 31 of 32

 

11.11       Waiver of Jury Trial. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS OR RELATES TO THIS AGREEMENT, ANY TRANSACTIONS CONTEMPLATED HEREUNDER, THE PERFORMANCE HEREOF OR THE RELATIONSHIP CREATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT (STATUTORY, CONSTITUTIONAL, COMMON LAW OR OTHERWISE) IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF THE OTHER PARTIES’ RIGHT TO TRIAL BY JURY. NO PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION.

 

11.12       Venue. Seller and Buyer irrevocably agree that any claim arising out of or in connection with this Agreement shall be brought in any state or federal court located in the State of Delaware (or in any court in which appeal from such court may be taken), and each party agrees not to assert, by way of motion, as a defense, or otherwise, in any such claim, any claim that it is not subject personally to the jurisdiction of such courts, that the claim is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or any of the other ancillary agreements or the subject matter hereof may not be enforce in or by such court, and hereby agrees not to challenge such jurisdiction or venue by reason of any offsets or counterclaims in any such claim.

 

11.13       No Reliance on Promises Not Set Forth Herein. No promise or representation has been made to either party to induce such party to enter into this Agreement that is not set forth in this Agreement and each party executed this Agreement freely, voluntarily and without reliance upon any statement or representation by the other party except as set forth in this Agreement.

 

[Signature Page Follows]

 

 
Exhibit 10.2

Page 32 of 32

 

Execution Version

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

 

  UBID HOLDINGS, INC.
   
  By: /s/ Ketan Thakker
    Name: Ketan Thakker
    Title: President and CEO
   
  RESTAURANT.COM, INC.
   
  By: /s/ Kenneth C. Chessick                                    
    Name Kenneth C. Chessick
    Title: CEO and Chairman

 

 

 

 

 

 EX-10.3 9 ex10-3.htm

 

Exhibit 10.3

Page 1 of 14

 

CONSENT AND AGREEMENT TO

STOCK SALE AGREEMENT AND MUTUAL RELEASE

 

This Consent and Agreement to Stock Sale Agreement and Mutual Release (this “Agreement”) dated July 1, 2020 is entered into by and among uBid Holdings, Inc., a Delaware corporation (“uBid”), SkyAuction.com, Inc., a Delaware corporation and a wholly-owned subsidiary of uBid (“SkyAuction”), and Michael Hering (“Hering”), individually, and in his capacity as the representative (the “Shareholder Representative”) for certain former SkyAuction shareholders identified in the Merger Agreement (defined below) and Salvatore Esposito (“Esposito”). uBid Holdings, SkyAuction, Esposito, Hering and the Shareholder Representative are hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.

 

RECITALS

 

WHEREAS, on November 12, 2018, uBid, SkyAuction, SA Acquisition Corp., then a wholly-owned subsidiary of uBid Holdings, and the Shareholder Representative entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) (capitalized terms used herein and not defined herein shall have the meanings set forth therefor therein);

 

WHEREAS, upon the consummation of the Merger, SA Acquisition Corp. merged into SkyAuction and SkyAuction, as the surviving entity in the Merger, became a wholly-owned subsidiary of uBid through the issuance of 1,000 shares of SkyAuction to uBid;

 

WHEREAS, pursuant to the terms of Merger Agreement, at the Closing, the Sky Shareholders received the following merger consideration: (a) an aggregate of 165,363,244 shares of uBid common stock (the “Merger Shares”) issued to them by uBid in exchange for the shares of SkyAuction owned and held by the Sky Shareholders immediately prior to the Merger; (b) the issuance of that certain secured 3% promissory note in the principal amount of $2,500,000 (the “Principal Amount”) in favor of the Shareholder Representative with the Maturity Date of November 12, 2021 (the “Merger Note”); (c) an Unconditional Secured Guaranty (the “Guaranty”) to guaranty payment by uBid of the promissory note to SkyAuction; (d) a Security Agreement; and (e) certain other promises and representations as contained in the Merger Agreement and as relates to the Closing;

 

WHEREAS, pursuant to the terms of the Merger Agreement, uBid also issued to Hering a warrant to purchase 5,000,000 pre-split or 33,333 post-split shares of uBid s’ Common Stock, at the exercise price of $0.05 per share on a pre-split basis and $7.50 per share on a post-split basis (the “Warrant”),

 

WHEREAS, uBid’s obligations under the Merger Note were secured by all assets of Sky Auction pursuant to the Guaranty and the Security Agreement, each dated and executed as of the Closing Date; and

 

WHEREAS, the Parties desire to (i) cancel the Merger Agreement, the Merger Note, the Guaranty and the Security Agreement so that SkyAuction, Hering and the Shareholder Representative relinquish any claim to payment of the Merger Note other than as set forth in this Agreement, (ii) have Hering relinquish his rights as an observer to the uBid Board of Directors, (iii) have the former Sky Shareholders keep the uBid shares of Common Stock that they received under the terms of the Merger and (iv) approve the sale of the shares of SkyAuction now owned by uBid to another company on this date (collectively the “Sale”).

 

 
Exhibit 10.3

Page 2 of 14

 

NOW, THEREFORE, the Parties agree as follows:

 

1. Recitals. The above recitals are true and correct and incorporated herein.

 

2. Defined Terms. All defined terms used herein and in this Agreement not otherwise defined will have the same meaning as set forth in the Merger Agreement.

 

3. Termination of Agreements. The Merger Agreement, the Merger Note and the Guaranty and Security Agreement are terminated pursuant to this Agreement.

 

4. Sale.

 

4.1. Approval of Sale.

 

4.1.1. The Shareholder Representative and the SkyAuction Board of Directors and the requisite Sky Shareholders, if necessary, have approved this Agreement and the transactions contemplated hereby, on or before the Closing Date.

 

4.1.2. The uBid Board of Directors and the requisite uBid Shareholders, if necessary, have approved this Agreement and the transactions contemplated hereby on or before the Closing Date.

 

4.2. The Sale. In accordance with the provisions of this Agreement on the Closing Date:

 

4.2.1. uBid agrees to sell all 1,000 issued and outstanding shares of common stock of SkyAuction which are owned by uBid (the “SkyAuction Shares”) to a company called Sky Auction Acquisition, LLC., a Wyoming limited liability company, or Buyer.

 

4.2.2. The Parties agree that (i) the Principal Amount of $2,500,000 shall be converted into shares of uBid common stock at a price of $7.50 per share for 333,333 shares of uBid common stock which shall be issued to the existing, before the Sale, SkyAuction shareholders other than Hering and Esposito in coordination and through Hering and (ii) the accrued interest under the Merger Note through June 30, 2020, totals $179,616.44 and shall be forgiven.

 

4.2.3. The Parties agree that the Merger Agreement and Guaranty and Security Agreement shall be cancelled on the Closing Date.

 

4.2.4. All assets and liabilities of SkyAuction shall be transferred through the purchase and sale of the SkyAuction Shares.

 

4.3. Resignations. On the Closing Date, Hering agrees to relinquish his observation rights to attend meetings of the uBid Board of Directors.

 

 
Exhibit 10.3

Page 3 of 14

 

5. Transactions Related to the Sale.

 

5.1 Mutual Release. Each Party on behalf of itself and its respective partners, agents, assigns, heirs, officers, directors, employees executors, and attorneys (“Affiliates”) hereby forever and finally releases, relieves, acquits, absolves and discharges the other party and their Affiliates from any and all losses, claims, debts, liabilities, demands, obligations, promises, acts, omissions, agreements, costs and expenses, damages, injuries, suits, actions and causes of action, of whatever kind or nature, whether known or unknown, suspected or unsuspected, contingent or fixed, that they may have against the other party and their Affiliates, including without limitation claims for indemnification, based upon, related to, or by reason of any matter, cause, fact, act or omission occurring or arising at any moment out of this Agreements.

 

5.1.1 Each Party acknowledges that this mutual release does not constitute any admission of liability whatsoever on the part of any of the undersigned. The Parties include the Buyer in the above releases and all persons associated with the Buyer.

 

5.2 Non-Disparagement. Each Party on behalf of itself and its respective partners, agents, assigns, heirs, officers, directors, employees executors, and attorneys (“Affiliates”) agrees that neither Party will make any statement that is disparaging about the others, any of its officers, directors, shareholders, or employees including, but not limited to, any statement that disparages the products, services, finances, financial condition, capabilities or other aspect of the business of uBid or SkyAuction. Each Party further agrees that they will not engage in any conduct that is intended to inflict harm upon the professional or personal reputation of the uBid and SkyAuction or any of their respective officers, directors, shareholders or employees. Each Party hereby agrees that each Party or any of their officers, directors, or shareholders, will not make any statement that is disparaging about the any other Party. Each Party and their officers, directors, or shareholders further agree that they and their officers will not engage in any conduct that is intended to inflict harm upon the professional or personal reputation of any other Party. The same applies to the Buyer and persons associated with the Buyer.

 

5.3 Indemnification. Each Party shall defend, indemnify, and hold the other harmless from and against any and all losses, damages, liabilities and expenses (including penalties and reasonable attorneys’ fees) which are incurred or suffered by or imposed upon another Party arising out of or relating to (i) any failure or breach by the Party to perform any of its covenants, agreements or obligations under this Agreement, or (ii) any inaccuracy or incompleteness of any of the representations and warranties of the Party contained in this Agreement or in any Exhibit delivered in connection with this Agreement.

 

5.4. Mutual Confidential Non-Disclosure. From the closing of the Merger and through the date of this Closing as stated in Section 6, below, the Parties have obtained certain confidential and proprietary information regarding each other’s operations. Each Party shall agree to maintain as confidential all confidential information obtained as provided in the Mutual Nondisclosure Agreement, in form and content substantially similar to that attached hereto as Exhibit A and if not attached, it shall be deemed the Parties agree to maintain all information about the other confidential, other than for normal business use or to give effect to this Agreement, for a period of 3 years from this date.

 

 
Exhibit 10.3

Page 4 of 14

 

5.5. Expenses. Since the date of this Agreement and through the date of Closing, the Parties have incurred and may yet incur various expenses, costs and fees, such as legal and accounting fees and other costs and expenses associated with this Agreement and subsequent operations. The Parties hereby agree that each party shall be responsible for their own expenses, costs, and fees and shall not look to any other party for reimbursement or payment of said expenses, costs, and fees.

 

6. Closing. The Closing shall be this date (the “Closing Date”), at which time the deliveries provided for herein shall be made. If no deliveries need be made, the Closing shall occur upon execution of this Agreement.

 

6.1. Closing; Closing Date. The Parties shall cause this Agreement to become effective and consummate the other transactions contemplated by this Agreement on the Closing Date, unless such date is extended by the requirements of law or the mutual agreement of the Parties. This Agreement shall become effective when executed and delivered by all of the Parties hereto.

 

6.2. SkyAuction Closing Actions. At the Closing, SkyAuction shall deliver or cause to be delivered to uBid the following fully executed documents and/or shall take the following actions at the Closing, all of such actions being deemed to occur simultaneously:

 

6.2.1. Resolutions of the board of directors of SkyAuction authorizing this Agreement.

 

6.2.2. Mutual Confidential Nondisclosure Agreement described in Section 5.4.

 

6.3. uBid Closing Actions. At the Closing, uBid shall deliver or cause to be delivered to SkyAuction the following documents and/or shall take the following actions at the Closing, all of such actions being deemed to occur simultaneously:

 

6.3.1. Resolutions of the board of directors of uBid dated at or about the Closing Date authorizing this Agreement.

 

6.3.2. Mutual Confidential Nondisclosure Agreement described in Section 5.4.

 

6.4. Other Actions.

 

6.4.1. Each of the Parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such other actions as are required under this Agreement.

 

6.4.2. Each of the Parties hereto agrees that no public or private announcement of this transaction shall be made without the mutual written consent and agreement of the Parties hereto. This provision may be enforceable by equitable means by any Party hereto, and each of the Parties hereto consents to injunctive or other such equitable relief to enforce the provisions hereof.

 

 
Exhibit 10.3

Page 5 of 14

 

6.4.3. The Parties agree that uBid will file information with OTC Markets reporting this Agreement and any announcement referenced in Section 6.4.2 above.

 

Unless indicated otherwise on the Signature Page, by signing below, the Parties agree that there are no conditions that preclude this Agreement being effective on signing.

 

7. REPRESENTATIONS AND WARRANTIES OF SKYAUCTION

 

7.1. SkyAuction hereby makes the following representations and warranties.

 

7.1.1. Organization and Qualification. Sky is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. SkyAuction is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of its business or the character of its properties requires such qualification.

 

7.1.2. Authorization; Validity and Effect of This Agreement. SkyAuction has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate this Agreement. The execution and delivery of this Agreement by SkyAuction and the performance by SkyAuction of its obligations hereunder and the consummation of the Sale have been duly authorized by its board of directors and its shareholders and all other necessary company action on the part of SkyAuction has been taken and no other company proceedings on the part of SkyAuction are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by SkyAuction and, assuming that it has been duly authorized, executed and delivered by the other Parties hereto, constitutes a legal, valid and binding obligation of SkyAuction, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

 

7.1.3. No Conflict; Required Filings and Consents. Neither the execution and delivery of this Agreement by SkyAuction nor the performance by SkyAuction of its obligations hereunder, nor the consummation of the Sale pursuant to the terms of the Sale,

 

7.1.3.1. shall conflict with SkyAuction certificate of incorporation or bylaws;

 

7.1.3.2. shall violate any statute, law, ordinance, rule or regulation applicable to SkyAuction, or any of its assets or properties;

 

7.1.3.3. shall violate, breach, be in conflict with or constitute a default under any Material Contract or any order, judgment or decree to which SkyAuction is a party or by which SkyAuction, or any of its respective assets or properties is bound or encumbered.

 

 
Exhibit 10.3

Page 6 of 14

 

7.1.4. Filing of Required Reports. To the best of SkyAuction’s knowledge, SkyAuction has filed with all appropriate governmental and regulatory agencies all forms, reports, schedules, statements and other documents required to be filed by it under applicable law, rule or regulation.

 

7.1.5. Security Agreements. SkyAuction represents and warrants that there has been no assignment or transfer of or giving of a security interest in or encumbrance upon any interest in any claim which it or its Affiliates may have against uBid, any uBid Shareholder or upon any asset of uBid.

 

7.1.6. Review. SkyAuction represents that it (i) has carefully read this Agreement; (ii) knows the contents of this Agreement; (iii) has had the advice of counsel of such party’s choosing in connection with the subject matter hereof, and the advice thereof is reflected in the provisions of this Agreement; and (iv) has not been influenced to any extent whatsoever in doing so by any other Party or by any other person or entity, except for those representations, statements and promises expressly set forth herein.

 

7.1.7. Information and Statements. No representation or warranty made by or on behalf of the SkyAuction under this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements so made, in light of the circumstances under which they are made, not misleading.

 

7.1.8. Cooperation on Tax Matters. SkyAuction agrees to furnish or cause to be furnished to the other Parties upon request as promptly as practicable such information (including access to books and records) and information and assistance relating to this Agreements as is reasonably necessary for the filing of any tax or information return, for the preparation of any tax audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed tax adjustment.

 

8. REPRESENTATIONS AND WARRANTIES OF UBID

 

8.1. uBid hereby makes the following representations and warranties:

 

8.1.1. Authority and Qualification. uBid has the power and authority to enter into this Agreement.

 

8.1.2. Authorization; Validity and Effect of Agreement. uBid has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate this Agreement. The execution and delivery of this Agreement by uBid and the performance by uBid of its obligations hereunder and the consummation of the Sale have been duly authorized by its board of directors and its shareholders and all other necessary company action on the part of uBid has been taken and no other company proceedings on the part of uBid are necessary to authorize this Agreement and this Agreement. This Agreement has been duly and validly executed and delivered by uBid and, assuming that it has been duly authorized, executed and delivered by the other Parties hereto, constitutes a legal, valid and binding obligation of uBid, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

 

 
Exhibit 10.3

Page 7 of 14

 

8.1.3. No Conflict; Required Filings and Consents. No Conflict; Required Filings and Consents. Neither the execution and delivery of this Agreement by uBid nor the performance by uBid of its obligations hereunder, nor the consummation of the Sale pursuant to the terms of the Sale,

 

8.1.3.1. shall conflict with uBid certificate of incorporation or bylaws;

 

8.1.3.2. shall violate any statute, law, ordinance, rule or regulation applicable to uBid, or any of its assets or properties;

 

8.1.3.3. shall violate, breach, be in conflict with or constitute a default under any Material Contract or any order, judgment or decree to which uBid is a party or by which uBid, or any of its respective assets or properties is bound or encumbered.

 

8.1.4. Filing of Required Reports. To the best of uBid’s knowledge, uBid has filed with all appropriate governmental and regulatory agencies all forms, reports, schedules, statements and other documents required to be filed by it under applicable law, rule or regulation.

 

8.1.5 Security Agreements. uBid represents and warrants that there has been no assignment or transfer of or giving of a security interest in or encumbrance upon any interest in any claim which it or its Affiliates may have against the SkyAuction Shares.

 

8.1.6. Review. uBid represents that it: (i) has carefully read this Agreement; (ii) knows the contents of this Stock Sale Agreement and Mutual Release; (iii) has had the advice of counsel of such party’s choosing in connection with the subject matter hereof, and the advice thereof is reflected in the provisions of this Agreement; and (iv) has not been influenced to any extent whatsoever in doing so by any other Party or by any other person or entity, except for those representations, statements and promises expressly set forth herein.

 

8.1.7. Information and Statements. No representation or warranty made by or on behalf of uBid under this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements so made, in light of the circumstances under which they are made.

 

8.1.8. Cooperation on Tax Matters. uBid agrees to furnish or cause to be furnished to the other Parties upon request as promptly as practicable such information (including access to books and records) and information and assistance relating to this Agreements as is reasonably necessary for the filing of any tax or information return, for the preparation of any tax audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed tax adjustment.

 

 
Exhibit 10.3

Page 8 of 14

 

9. CONDITIONS TO CONSUMMATION OF THE SALE

 

9.1. Conditions to Obligations of SkyAuction. The obligations of SkyAuction to consummate this Agreement shall be subject to the fulfillment by uBid, or written waiver by SkyAuction, at or prior to the Closing, of each of the following conditions:

 

9.1.1. The representations and warranties of the uBid set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time;

 

9.1.2. uBid shall have performed and complied in all material respects with all covenants, conditions, obligations and agreements required by this Agreement to be performed or complied with on or prior to the Closing Date;

 

9.1.3. uBid shall have executed and caused to be delivered to SkyAuction the Mutual Confidential Nondisclosure Agreement described in Section 5.1.

 

9.2. Conditions to Obligations of uBid. The obligations of uBid under this Agreement shall be subject to the fulfillment by SkyAuction, or written waiver by uBid, at or prior to the Closing, of each of the following conditions:

 

9.2.1. The representations and warranties of SkyAuction set out in this Agreement shall be true and correct in all material respects at and as of the time of the Closing as though such representations and warranties were made at and as of such time;

 

9.2.2. SkyAuction shall have performed and complied in all material respects with all covenants, conditions, obligations and agreements required by this Agreement to be performed or complied with by SkyAuction on or prior to the Closing Date.

 

9.2.3 SkyAuction shall have executed and caused to be delivered to uBid the Mutual Confidential Nondisclosure Agreement described in Section 5.4.

 

9.3. Other Conditions to Obligations of the Parties. The obligations of Parties hereto to consummate this Agreement shall be subject to the fulfillment, or written waiver by each of SkyAuction and uBid, at or prior to the Closing, of each of the following conditions:

 

9.3.1. All director, shareholder, lender, lessor and other Parties’ consents and approvals, as well as all filings with, and all necessary consents or approvals of, all federal, state and local governmental authorities and agencies, as are required under this Agreement, applicable law or any applicable contract or agreement (other than as contemplated by this Agreement) to complete the Sale shall have been secured; and

 

 
Exhibit 10.3

Page 9 of 14

 

9.3.2. No statute, rule, regulation, executive order, decree, preliminary or permanent injunction, or restraining order shall have been enacted, entered, promulgated or enforced by any Governmental Authority that prohibits or restricts the consummation of the Sale.

 

10. TERMINATION

 

10.1. Termination. This Agreement may be terminated at any time prior to the Closing as follows:

 

10.1.1. by mutual consent of SkyAuction and uBid;

 

10.1.2. by SkyAuction upon written notice to uBid if any of the conditions to the Closing set forth in Sections 9.1 or 9.3 shall have become incapable of fulfillment and shall not have been waived in writing by SkyAuction; or

 

10.1.3. by uBid upon written notice to SkyAuction if any of the conditions to the Closing set forth in Sections 9.2 or 9.3 shall have become incapable of fulfillment and shall not have been waived in writing by uBid.

 

10.2. Procedures and Effect of Termination. In the event of termination of this Agreement pursuant to Section 10.1 hereof, written notice thereof shall forthwith be given by the terminating party to the other party, and, except as set forth below, this Agreement shall terminate and be void and have no effect and the Sale shall be abandoned without any further action by the Parties hereto. If this Agreement is terminated as provided herein:

 

10.2.1. each Party hereto shall redeliver, and shall cause its agents (including, without limitation, attorneys and accountants) to redeliver, all documents, work papers and other material of each party hereto relating to the Sale, whether obtained before or after the date hereof; and

 

10.2.2. each Party agrees that all Confidential Information received by either Party, including the terms of this Agreement or the Sale, shall be kept confidential notwithstanding the termination of this Agreement except as required by law.

 

11. MISCELLANEOUS.

 

11.1. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the Parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the Parties hereto are expressly canceled. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns. The Parties have voluntarily agreed to define their rights, liabilities, and obligations respecting this Agreements exclusively in contract pursuant to the express terms and provisions of this Agreement and the Parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement.

 

 
Exhibit 10.3

Page 10 of 14

 

11.2. Amendment and Modifications. This Agreement may not be amended, modified or supplemented except by an instrument or instruments in writing signed by the Party against whom enforcement of any such amendment, modification or supplement is sought.

 

11.3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, provided, however, that no party hereto may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto. Except as provided in this Article 11, nothing in this Agreement is intended to confer upon any person not a Party hereto (and their successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Agreement.

 

11.4. Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.

 

11.5. Notices. All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given to or made upon (i) uBid, Lakeside Corporate Court, 5880 Live Oak Parkway, Suite 100, Norcross, Georgia 30093, Attention: Ketan Thakker, email ketan.thakker@ubid.com, with a courtesy copy (which shall not constitute notice) to Culhane Meadows, PLLC, 1101 Pennsylvania Avenue, NW, Suite 300, Washington, DC 20004, Attn: Ernest Stern, Esq., email estern@cm.law, (ii) to SkyAuction and Michael Hering at 241 North Avenue West, Westfield, New Jersey 07090, Attn., Michael Hering, email michael@skyauction.com, with a courtesy copy (which shall not constitute notice) to ________________________., and to (iii) Esposito at 241 North Ave. West, Westfield, NJ 07090, sal@skyauction.com. All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by mail, return receipt requested, or by email or facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed. Any Party may, by written notice to the other, alter its address or respondent, and such notice shall be considered to have been given three (3) days after the mailing or faxing thereof.

 

11.6. Binding Effect. Except as may be otherwise provided herein, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the Parties hereto without the prior written consent of the other Parties. Except as otherwise specifically provided in this Agreement, nothing in this Agreement is intended or will be construed to confer on any person other than the Parties hereto any rights or benefits hereunder.

 

11.7. Headings. The headings in this Agreement are intended solely for convenience of reference and will be given no effect in the construction or interpretation of this Agreement.

 

 
Exhibit 10.3

Page 11 of 14

 

11.8. Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same document. Any signature page delivered by a fax machine, telecopy machine or electronic mail shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original signed counterpart to any party which requests it.

 

11.9. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought against any of the Parties in the state or federal courts of the State of Georgia, Fulton County, and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

 

11.10. Waivers. Compliance with the provisions of this Agreement may be waived only by a written instrument specifically referring to this Agreement and signed by the party waiving compliance. No course of dealing, nor any failure or delay in exercising any right, will be construed as a waiver, and no single or partial exercise of a right will preclude any other or further exercise of that or any other right.

 

11.11. Pronouns. The use of a particular pronoun herein will not be restrictive as to gender or number but will be interpreted in all cases as the context may require.

 

11.12. Joint Preparation. This Agreement has been jointly prepared by the Parties and the provisions hereof will not be construed more strictly against one party than another as a result of its participation in such preparation. Each party has consulted such legal, financial, technical or other expert it deems necessary or desirable before entering into this Agreement. Each Party warrants that it has read, knows, understands and agrees with the terms and conditions of this Agreement.

 

11.13 Time Periods. Any action required hereunder to be taken within a certain number of days will be taken within that number of calendar days unless otherwise provided; provided, however, that if the last day for taking such action falls on a weekend or a holiday, the period during which such action may be taken will be automatically extended to the next business day.

 

11.14. Modification. Any term of this Agreement may be amended only with the written consent of the Parties hereto.

 

11.15. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

 

11.16. Public Announcements. Prior to Closing, any public announcement or similar publicity with respect to this Agreement or the contemplated transactions will be issued, if at all, at such time and in such manner as uBid and Hering mutually agree, and if after the Closing only as determined by uBid and Hering. Prior to Closing, unless mutually agreed by uBid and Hering in advance or required by legal requirements, the Parties shall keep this Agreement strictly confidential and may not make any disclosure of this Agreement to any Person. Ubid and Hering will consult and agree with each other concerning the means by which the SkyAuction’s employees, customers, and suppliers and others having dealings with SkyAuction will be informed of the contemplated transactions if prior to Closing, and both Parties will have the right to be present for any such communication if prior to Closing.

 

[Signature Page Follows]

 

 
Exhibit 10.3

Page 12 of 14

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on as of the date first above written.

 

  UBID HOLDINGS, INC.
   
  By: /s/ Ketan Thakker
    Name: Ketan Thakker
    Title: President and CEO
   
  SKYAUCTION COM, INC.
   
  By: /s/ Michael Hering
    Name: Michael Hering
    Title: President
   
  SHAREHOLDER REPRESENTATIVE
   
  /s/ Michael Hering 
  Michael Hering
   
  /s/ Michael Hering 
  Michael Hering
   
  /s/ Salvatore Esposito
  Salvatore Esposito

 

 
Exhibit 10.3

Page 13 of 14

 

SCHEDULE 1

Merger Agreement and Other Agreements Subject to this Stock Sale Agreement and Mutual Release

 

  Title   Parties   Date
1. Agreement and Plan of Merger   SkyAuction.com, Inc. (“Skyauction”), uBid Holdings, Inc. (“uBid”), SA Acquisition Corp. and Michael Hering,   November 12, 2018
2. Promissory Note   SkyAuction, uBid, Michael Hering   November 12, 2018
3. Unconditional Secured Guaranty   SkyAuction, uBid   November 12, 2018

 

 
Exhibit 10.3

Page 14 of 14

 

Exhibit A

 

MUTUAL NONDISCLOSURE AGREEMENT

 

 

 

 EX-10.4 10 ex10-4.htm

 

Exhibit 10.4

Page 1 of 10 

 

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

UBID HOLDINGS, INC.

 

Warrant Shares: 33,333

Date of Issuance: April 24, 2019 (“Issuance Date”)

 

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, EROP Capital LLC (including any permitted and registered assigns, the “Holder”), are entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from uBid Holdings, Inc., a Delaware corporation (the “Company”), up to 33,333 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect.

 

For purposes of this Warrant, the term “Exercise Price” shall mean $9.00, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the three-year anniversary thereof.

 

1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

 

 
Exhibit 10.4

Page 2 of 10

 

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.

 

If (i) the Market Price of one share of Common Stock is greater than the Exercise Price and (ii) there is no effective non-stale registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares at prevailing market prices without any limitations, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

 

X = Y (A-B)

A

 

  Where X= the number of Shares to be issued to Holder.
       
    Y = the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
       
    A = the Market Price (at the date of such calculation).
       
    B = Exercise Price (as adjusted to the date of such calculation).

 

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 

(c) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant Shares upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including without limitation any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.

 

 
Exhibit 10.4

Page 3 of 10

 

For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of a Holder, the Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.

 

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

 

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction, but not including a reverse split with respect to the Common Stock) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

 

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

 

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

 

 
Exhibit 10.4

Page 4 of 10

 

(iii) For the avoidance of doubt, no adjustment shall occur when shares of outstanding Common Stock are merged proportionally across all stockholders to form a smaller number of outstanding shares of Common Stock.

 

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

 

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).

 

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

 

6. REISSUANCE.

 

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 

 
Exhibit 10.4

Page 5 of 10

 

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

 

7. TRANSFER.

 

(a) Notice of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.

 

(b) If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder will limit its activities in respect to such transfer or disposition as are permitted by law.

 

(c) Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant.

 

8. NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery or electronic mail, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by electronic mail, with confirmation of receipt, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Company, to:

uBid Holdings, Inc.

Lakeside Corporate Court, 5880 Live Oak Parkway, Suite 100

Norcross, Georgia 30093

Attn: Ketan Thakker, Chief Executive Officer

Email: ketan.thakker@ubid.com

 

 
Exhibit 10.4

Page 6 of 10

 

With a copy to:

Culhane Meadows PLLC

1101 Pennsylvania Avenue, N.W.

Suite 300

Washington, D.C. 20004

Attn: Ernest M. Stern, Esq.

Email: estern@culhanemeadows.com

 

If to the Holder:

 

EROP Capital LLC

912 Holcomb Bridge Road

Suite 101

Roswell, Georgia 30076

Attn: Vince Sbarra, President

Email: manager@eroppfund.com

 

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

 

10. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state and federal courts in Fulton County, Georgia. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

11. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 

12. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) “Nasdaq” means www.Nasdaq.com.

 

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 

 
Exhibit 10.4

Page 7 of 10

 

(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

(e) “Dilutive Issuance” is any issuance of Common Stock or Common Stock Equivalents described in Section 2(b) above; provided, however, that a Dilutive Issuance shall not include any Exempt Issuance.

 

(f) “Exempt Issuance” means the issuance of (i) shares of Common Stock or options to employees, officers, or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, and (ii) shares of Common Stock issued pursuant to real property leasing arrangement from a bank approved by the Board of Directors of the Company.

 

(g) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded.

 

(h) “Market Price” means the highest traded price of the Common Stock during the one hundred fifty Trading Days prior to the date of the respective Exercise Notice.

 

(i) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

 

* * * * * * *

 

 
Exhibit 10.4

Page 8 of 10

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 

  UBID HOLDINGS, INC.
     
  /s/ Ketan Thakker
  Name: Ketan Thakker
  Title: Chief Executive Officer

 

 
Exhibit 10.4

Page 9 of 10

 

EXHIBIT A

 

EXERCISE NOTICE

 

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

 

The undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of uBid Holdings, Inc., a Delaware corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

 

  [  ] a cash exercise with respect to _________________ Warrant Shares; or
  [  ] by cashless exercise pursuant to the Warrant.

 

2. Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

 

3. Delivery of Warrant Shares. The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant.

 

Dated: __________________

 

   
  (Print Name of Registered Holder)
     
  By:         
  Name:  
  Title:  

 

 
Exhibit 10.4

Page 10 of 10

 

EXHIBIT B

 

ASSIGNMENT OF WARRANT

 

(To be signed only upon authorized transfer of the Warrant)

 

For Value Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of uBid Holdings, Inc., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of uBid Holdings, Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

 

Dated: __________________

 s

   
  (Signature) *
   
   
  (Name)
   
   
  (Address)
   
   
  (Social Security or Tax Identification No.)

 

* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

 

   

 

 EX-10.5 11 ex10-5.htm

 

Exhibit 10.5

Page 1 of 34 

 

 

 

AGREEMENT AND PLAN OF MERGER

 

by and among

 

RDE, INC.,

 

GAMEIQ ACQUISITION CORP., and

 

GAMEIQ, INC.

 

Dated as of January 31, 2022

 

 

 

i
 

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AGREEMENT AND PLAN OF MERGER

 

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of January 31, 2022 by and among (i) RDE, Inc., a Delaware corporation (“RDE”), (ii) GameIQ Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of RDE (“Merger Sub”), and (iii) GameIQ, Inc., a California corporation (“GameIQ”). RDE, Merger Sub and GameIQ are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

 

RECITALS:

 

A. GameIQ is a developer of consumer gamification technologies for retail businesses;

 

B. RDE owns all of the issued and outstanding capital stock of Merger Sub, which was formed for the sole purpose of the Merger (as defined below);

 

C. The Parties intend to effect the merger of Merger Sub with and into GameIQ, with GameIQ continuing as the surviving entity (the “Merger”), as a result of which GameIQ will continue as a wholly-owned subsidiary of RDE and all of the issued and outstanding capital stock of GameIQ immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist in exchange for the right for each GameIQ Stockholder to receive its Pro Rata Share (as defined herein) of the Merger Consideration (as defined herein);

 

D. Simultaneously with the execution and delivery of this Agreement, RDE shall enter into an Employment Agreement with Balazs Wellisch in the form of which is attached as Exhibit A hereto which will become effective as of the Closing;

 

E. The Parties intend that the Merger will qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Code (as defined herein); and

 

F. Following the Merger, GameIQ shall merge with and into Restaurant.com, Inc., a wholly-owned subsidiary of RDE.

 

G. Certain capitalized terms used herein are defined in Article X hereof.

 

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereto agree as follows:

 

Article I

MERGER

 

1.1 Merger. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub and GameIQ shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into GameIQ, following which the separate corporate existence of Merger Sub shall cease and GameIQ shall continue as the surviving corporation. GameIQ, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation”. Following the Merger, GameIQ shall merge with and into Restaurant.com, Inc., a wholly-owned subsidiary of RDE.

 

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1.2 Effective Time. The Parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger for the merger of Merger Sub with and into GameIQ (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the time of such filing, or such later time as may be specified in the Certificate of Merger, being the “Effective Time”).

 

1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property (other than cash assets used to pay GameIQ Expenses), rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of GameIQ and Merger Sub shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of Merger Sub and GameIQ set forth in this Agreement to be performed after the Effective Time.

 

1.4 Tax Treatment. For federal income tax purposes, the Merger is intended to constitute a “reorganization” within the meaning of Section 368 of the Code. The Parties adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

 

1.5 Articles of Incorporation and Bylaws. At the Effective Time, the Articles of Incorporation and Bylaws of GameIQ, each as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and Bylaws of the Surviving Corporation.

 

1.6 Directors and Officers of the Surviving Corporation. At the Effective Time, the board of directors and executive officers of the Surviving Corporation shall be the board of directors and executive officers of Restaurant.com, after giving effect to Section 5.121, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.

 

1.7 Merger Consideration. As consideration for the Merger, at the Closing, RDE will issue to GameIQ Stockholders as of the Record Date 600,000 restricted shares of RDE Common Stock based on an exchange ratio of one shares of RDE Common Stock for every XX shares of GameIQ Common Stock submitted (the “Merger Consideration”). No fractional shares of RDE Common Stock shall be issued. In lieu of any fractional share of RDE Common Stock issuable to any GameIQ Stockholder hereunder, RDE shall round up to the next whole applicable share.

 

1.8 Effect of Merger. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of any GameIQ Securities or the holders of any shares of capital stock of RDE or Merger Sub:

 

1.8.1 GameIQStock. Subject to clause (b) below, all shares of GameIQ Stock issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration with each GameIQ Stockholder being entitled to receive its portion of the Merger Consideration in accordance with Section 1.7 above, without interest. As of the Effective Time, each GameIQ Stockholder shall cease to have any other rights in and to GameIQ or the Surviving Corporation (other than (i) to receive any dividend or other distribution with respect to such GameIQ Stock with a record date occurring prior to the Effective Time, if applicable, (ii) to receive the Merger Consideration, or (iii) the rights set forth in Section 1.9 below).

 

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1.8.2 Merger Sub Common Stock. All of the shares of Merger Sub Common Stock held by RDE prior to the Closing shall be converted into an equal number of shares of the Surviving Corporation upon the consummation of the Merger and will represent all of the issued and outstanding securities of the Surviving Corporation after the Closing such that the Surviving Corporation will be a wholly owned subsidiary of RDE after the Closing.

 

1.8.3 GameIQ Convertible Securities. Each GameIQ Convertible Security, other than GameIQ Options outstanding at Closing, if not exercised or converted prior to the Effective Time, shall be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into shares of GameIQ Stock. GameIQ Options to purchase 788,193 shares of GameIQ Common Stock shall be treated as fully exercised at Closing and the holders thereof shall receive the Merger Consideration on the same terms and at the same time as GameIQ Stockholders.

 

1.9 Appraisal and Dissenter’s Rights. No GameIQ Stockholder who has validly exercised its appraisal rights pursuant to Section 1300 of the California Corporations Code (a “Dissenting Stockholder”) with respect to its GameIQ Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the California Corporations Code (“CCC”). Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 1300 of the CCC with respect to the Dissenting Shares owned by such Dissenting Stockholder (the “Cash Consideration”). RDE and GameIQ shall coordinate presentation of the terms and conditions of the Merger and this Agreement to the minority GameIQ Stockholders. If GameIQ is notified by any GameIQ Stockholder that the GameIQ Stockholder is exercising his or her or its dissenter’s rights under Section 1300 of the CCC, GameIQ shall give RDE (i) prompt notice of any such notice and any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demand for appraisal under the CCC. GameIQ shall not, except with the prior written consent of RDE, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

 

1.10 Officer and Director Loans. At Closing, RDE shall issue promissory notes to Balazs Wellisch and Quentin Blackford, in the forms attached hereto as Exhibits A and B, respectively, in the principal amounts of $78,812.60 and $62,100.58, respectively, bearing interest at 1% per annum, to repay loans by Messrs. Wellisch and Blackford to GameIQ to provide necessary funding during the COVID-19 pandemic (the “Notes”). Each Note shall require repayment in six (6) equal biannual installments with the first installment due on the six-month anniversary of the Closing Date.

 

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Article II

CLOSING

 

2.1 Closing. Subject to and conditional upon the satisfaction or waiver of the Closing Conditions, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Culhane Meadows PLLC, 1700 Pennsylvania Avenue, N.W., Suite 200, Washington, D.C. 20006 on the second (2nd) Business Day after all the Closing conditions to this Agreement have been satisfied or waived at 10:00 a.m. local time, or at such other date, time or place as RDE and GameIQ may agree (the date and time at which the Closing is actually held being the “Closing Date”). The Parties need not be physically present at the Closing and may participate telephonically. It is contemplated that the Closing will take place contemporaneously with (or immediately following) the execution and delivery of this Agreement.

 

Article III

REPRESENTATIONS AND WARRANTIES OF RDE

 

Except as set forth in the disclosure schedules delivered by RDE to GameIQ on the date hereof (the “RDE Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, or in RDE’s publicly filed documents with the OTC Venture Market (OTCQB:RSTN) (“OTC Reports”), RDE represents and warrants to GameIQ, as of the date hereof and as of the Closing, as follows:

 

3.1 Organization and Standing. RDE is a corporation duly incorporated, validly existing and in good standing under the state of Delaware. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the state of Delaware. RDE has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. RDE is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. RDE has heretofore made available to GameIQ accurate and complete copies of the Organizational Documents of RDE and Merger Sub, each as currently in effect. Neither RDE nor Merger Sub is in violation of any provision of its Organizational Documents.

 

3.2 Authorization; Binding Agreement. Each of RDE and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (a) have been duly and validly authorized by the board of directors of RDE and Merger Sub, and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of RDE or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by RDE and/or Merger Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement, constitutes, or when delivered shall constitute, the valid and binding obligation of RDE and/or Merger Sub, as applicable, enforceable against RDE and/or Merger Sub, as applicable, in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

 

3.3 Governmental Approvals. No Consent of or with any Governmental Authority, on the part of RDE or Merger Sub is required to be obtained or made in connection with the execution, delivery or performance by RDE or Merger Sub of this Agreement or the consummation by RDE and Merger Sub of the transactions contemplated hereby, other than (a) such filings as contemplated by this Agreement, (b) any filings required with FINRA or the SEC with respect to the transactions contemplated by this Agreement, (c) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (d) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on RDE.

 

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3.4 Non-Contravention. The execution and delivery by RDE and Merger Sub of this Agreement, the consummation by RDE and Merger Sub of the transactions contemplated hereby, and compliance by RDE and Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of RDE’s or Merger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to RDE or Merger Sub or any of their respective properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by RDE or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of RDE or Merger Sub under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any RDE Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on RDE.

 

3.5 Capitalization

 

(a) RDE is authorized to issue (i) 750,000,000 shares of RDE Common Stock and (ii) 10,000,000 shares of RDE Preferred Stock. The issued and outstanding shares of RDE Common Stock as of the date of this Agreement are set forth on Schedule 3.5(a). There are no outstanding shares of RDE Preferred Stock. Prior to giving effect to the Merger, Merger Sub is authorized to issue 1,000 shares of Merger Sub Common Stock, of which 1,000 shares are issued and outstanding and all of which are owned by RDE. All outstanding shares of RDE Common Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL under, the RDE Organizational Documents or any Contract to which RDE is a party. All of the outstanding RDE Common Stock has been issued in compliance with applicable securities Laws.

 

(b) Except as set forth in the OTC Reports or on Schedule 3.5(b), there are no (i) outstanding warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any character (other than this Agreement), (A) relating to the issued or unissued shares of RDE or Merger Sub capital stock or (B) obligating RDE or Merger Sub to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any shares or securities convertible into or exchangeable for such shares, or (C) obligating RDE or Merger Sub to grant, extend or enter into any warrant, call, subscription or other right, agreement, arrangement or commitment for such shares of capital stock. There are no outstanding obligations of RDE or Merger Sub to repurchase, redeem or otherwise acquire any shares of RDE or Merger Sub capital stock or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. There are no shareholders agreements, voting trusts or other agreements or understandings to which RDE is a party with respect to the voting of any shares of RDE or Merger Sub capital stock.

 

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3.6 Indebtedness; Merger Sub Activities. Immediately prior to the Closing, RDE will not have any Indebtedness. Since its formation, Merger Sub has not engaged in any business activities other than as contemplated by this Agreement, does not own directly or indirectly any ownership, equity, profits or voting interest in any Person and has no assets, Liabilities or Indebtedness except those incurred in connection with this Agreement.

 

3.7 SEC Filings and Financials

 

(a) On or before the Closing Date, RDE will have filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by RDE with OTC Markets, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement (the “OTC Reports”). The OTC Reports (x) will be prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) will not, as of their respective effective dates (in the case of OTC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC or OTC Markets (in the case of all other OTC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

 

(b) The financial statements and notes contained or incorporated by reference in the OTC Reports filed by RDE for the (x) fiscal years ended December 31, 2019, and December 31, 2020 and (y) the nine-month periods ended September 30, 2021 and September 30, 2020 (the “RDE Financials”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of RDE at the respective dates of and for the periods referred to in such financial statements, all in conformity with (i) GAAP in effect as of the respective dates thereof applied on a consistent basis throughout the periods involved (except, in the case of the unaudited statements, subject to normal year-end audit adjustments none of which are material individually or in the aggregate, and the absence of footnotes, none of which, if presented, would materially differ from those in the most recent audited financial statements and (ii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).

 

(c) Except as otherwise disclosed in the OTC Reports or on Schedule 3.7, since September 31, 2021, RDE has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that is not adequately reflected or reserved on or disclosed in the RDE Financials or the notes thereto other than: (i) Liabilities incurred in connection with this Agreement, or (ii) Liabilities incurred in the ordinary course of business that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

 

3.8 Compliance with Laws. RDE is, and has since January 1, 2017, been, in compliance with all Laws applicable to it and the conduct of its business except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on RDE, and RDE has not received since January 1, 2017, written notice alleging any violation of applicable Law in any material respect by RDE.

 

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3.9 Actions; Orders; Permits. There is no pending or, to the Knowledge of RDE, threatened material Action to which RDE is subject which would reasonably be expected to have a Material Adverse Effect on RDE. There is no material Action that RDE has pending against any other Person. RDE is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. RDE holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Consent or for such Consent to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on RDE.

 

3.10 Taxes and Returns.

 

(a) RDE has or will have timely filed, or caused to be timely filed (subject to filing extensions), all material Tax Returns required to be filed by it for the tax years 2016 and later, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in RDE Financials have been established in accordance with GAAP. There are no audits, examinations, investigations or other proceedings pending against RDE in respect of any Tax, and RDE has not been notified in writing of any proposed Tax claims or assessments against RDE (other than, in each case, claims or assessments for which adequate reserves in the RDE Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of RDE’s assets, other than Permitted Liens. RDE has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by RDE for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

 

(b) Since January 1, 2017, RDE has not (i) changed any Tax accounting methods, policies or procedures except as required by a change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv) entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.

 

3.11 Employees and Employee Benefit Plans. RDE does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise have any Liability under, any Benefit Plans.

 

3.12 Properties. RDE does not own, license or otherwise have any right, title or interest in any material Intellectual Property. RDE does not own or lease any material real property or Personal Property.

 

3.13 Material Contracts. Except as set forth in the OTC Reports or on Schedule 3.13, other than this Agreement, there are no Contracts to which RDE is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates or imposes a Liability greater than $10,000, (ii) may not be cancelled by RDE on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of RDE as its business is currently conducted, any acquisition of material property by RDE, or restricts in any material respect the ability of RDE from engaging in business as currently conducted by it or from competing with any other Person (each, a “RDE Material Contract”). All RDE Material Contracts have been filed as exhibits to the OTC Reports.

 

3.14 Transactions with Affiliates. Except as set forth in the OTC Reports or on Schedule 3.14, there are no contracts or arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities or obligations between RDE and any (a) present or former director, officer or employee or Affiliate of RDE, or any immediate family member of any of the foregoing, or (b) record or beneficial owner of more than five percent (5%) of RDE’s outstanding capital stock as of the date hereof.

 

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3.15 Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from RDE, Merger Sub or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of RDE.

 

3.16 Ownership of Contribution Consideration. All shares of RDE Common Stock to be issued and delivered to GameIQ Stockholders as Merger Consideration in accordance with Article I shall be, upon issuance and delivery of such shares of RDE Common Stock, fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws, and any Liens incurred by GameIQ or any GameIQ Stockholder, and the issuance and sale of such RDE Common Stock pursuant hereto will not be subject to or give rise to any preemptive rights or rights of first refusal.

 

3.17 Independent Investigation. RDE has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of GameIQ and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of GameIQ for such purpose. RDE acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of GameIQ set forth in Article IV (including the related portions of the GameIQ Disclosure Schedules); and (b) none of GameIQ or its Representatives have made any representation or warranty as to GameIQ, or this Agreement, except as expressly set forth in Article IV (including the related portions of GameIQ Disclosure Schedules).

 

3.18 No Other Representations and Warranties. Except for the representations and warranties of RDE and Merger Sub expressly set forth above in this Article III (as qualified by the RDE Disclosure Schedule) or in a certificate delivered pursuant to this Agreement, GameIQ acknowledges and agrees that (1) none of RDE or Merger Sub or any of their respective Affiliates is making and none of them has made any representations or warranties, express or implied, relating to itself or its business, operations, assets, liabilities, conditions (financial or otherwise) or prospects or otherwise in connection with the transactions contemplated by this Agreement, including the Merger, and none of GameIQ or its Affiliates or Representatives is relying on any representation or warranty of RDE, Merger Sub or any of their respective affiliates except for those expressly set forth in Article III (as qualified by the RDE Disclosure Schedule), and (2) no person has been authorized by RDE or the Merger Sub or any of their respective Affiliates to make any representation or warranty relating to RDE, Merger Sub or any of their respective Affiliates or their respective businesses or otherwise in connection with the transactions contemplated by this Agreement, including the Merger, and if made, such representation or warranty has not been and shall not be relied upon by GameIQ. Except as otherwise expressly provided in this Agreement and to the extent any such information is expressly included in a representation or warranty contained in Article III (as qualified by the RDE Disclosure Schedule), GameIQ agrees and acknowledges that, in connection with the Merger and the other transactions contemplated by this Agreement, neither RDE or Merger Sub nor any other person will have or be subject to any liability or obligation to GameIQ or any of its Subsidiaries or Affiliates resulting from the distribution or failure to distribute to GameIQ, or GameIQ’s use of, any such information, including any information, documents, or materials, made available to GameIQ in any format in connection with the Merger or management presentations in expectation of the transactions contemplated by this Agreement.

 

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Article IV

REPRESENTATIONS AND WARRANTIES OF GAMEIQ

 

Except as set forth in the disclosure schedules delivered by GameIQ to RDE on the date hereof (the “GameIQ Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, GameIQ hereby represents and warrants to RDE, as of the date hereof and as of the Closing, as follows:

 

4.1 Organization and Standing. GameIQ is a corporation duly incorporated, validly existing and in good standing under the state of California and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. GameIQ has heretofore made available to RDE accurate and complete copies of the Organizational Documents of GameIQ, as currently in effect. GameIQ is not in violation of any provision of its Organizational Documents. GameIQ is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. GameIQ has heretofore made available to RDE accurate and complete copies of the Organizational Documents of GameIQ as currently in effect. GameIQ is not in violation of any provision of its Organizational Documents.

 

4.2 Authorization; Binding Agreement. GameIQ has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (a) have been duly and validly authorized by the board of directors of GameIQ, (b) have been approved by a vote of not less than a majority of the GameIQ Stockholders, and (c) no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of GameIQ are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been, duly and validly executed and delivered by GameIQ, as applicable, and, assuming the due authorization, execution and delivery of this Agreement constitutes, or when delivered shall constitute, the valid and binding obligation of GameIQ, as applicable, enforceable against GameIQ in accordance with its terms, except to the extent that enforceability thereof may be limited by the Enforceability Exceptions.

 

4.3 Subsidiaries. GameIQ does not own, of record or beneficially, or control any direct or indirect equity or other interest, or any right (contingent or otherwise) to acquire the same, in any corporation, partnership, limited liability company, joint venture, association or other entity.

 

4.4 Governmental Approvals. No Consent of or with any Governmental Authority, on the part of GameIQ is required to be obtained or made in connection with the execution, delivery or performance by GameIQ of this Agreement or the consummation by GameIQ of the transactions contemplated hereby, other than (a) such filings as contemplated by this Agreement, (b) applicable requirements, if any, of federal and state securities Laws and regulations, and (C) where the failure to obtain or make such Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on GameIQ.

 

4.5 Non-Contravention. The execution and delivery by GameIQ of this Agreement, the consummation by GameIQ of the transactions contemplated hereby, and compliance by GameIQ with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of GameIQ’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to GameIQ or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by GameIQ under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of GameIQ under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on GameIQ.

 

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4.6 Financial Statements. As used herein, the term “GameIQ Unaudited Financials” means the (i) unaudited financial statements of GameIQ (including, in each case, any related notes thereto), consisting of the balance sheets of GameIQ as of September 30, 2021 and December 31, 2020, and the related unaudited income statements, changes in stockholder equity and statements of cash flows for the periods then ended. True and correct copies of the GameIQ unaudited financials have been provided to RDE. The GameIQ Financials (i) accurately reflect the books and records of GameIQ as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the GameIQ Financials exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in amount), and (iii) fairly present in all material respects the financial position of GameIQ as of the respective dates thereof and the results of the operations and cash flows of GameIQ for the periods indicated. GameIQ has never been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

 

4.7 Absence of Certain Changes. Since, January 1, 2022, GameIQ has (a) conducted its business only in the ordinary course of business consistent with past practice, (b) not been subject to a Material Adverse Effect and (c) has not taken any action or committed or agreed to take any action that would be prohibited by Section 5.2 if such action were taken on or after the date hereof without the consent of RDE.

 

4.8 Compliance with Laws. GameIQ is not nor has been in material conflict or material non-compliance with, or in material default or violation of, nor has GameIQ received, since January 1, 2019, any written or, to the Knowledge of GameIQ, oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it or any of its properties, assets, employees, business or operations are or were bound or affected.

 

4.9 Litigation. There is no (a) Action of any nature pending or, to GameIQ’s Knowledge, threatened, nor to GameIQ’s Knowledge is there any reasonable basis for any Action to be made (and no such Action has been brought or, to GameIQ’s Knowledge, threatened); or (b) Order pending now or rendered by a Governmental Authority, in either case of (a) or (b) by or against GameIQ.

 

4.10 Material Contracts. GameIQ has not received notice of breach on any material contract.

 

4.11 Taxes and Returns. GameIQ has or will have timely filed, or caused to be timely filed, with the exception of the 2021 Tax Return, all Tax Returns required to be filed by it for the tax years 2015 and later, which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in GameIQ Financials have been established in accordance with GAAP. There are no audits, examinations, investigations or other proceedings pending against GameIQ in respect of any Tax, and GameIQ has not been notified in writing of any proposed Tax claims or assessments against GameIQ (other than, in each case, claims or assessments for which adequate reserves in the GameIQ Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of GameIQ’s assets, other than Permitted Liens. GameIQ has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by GameIQ for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

 

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4.12 Title to and Sufficiency of Assets. GameIQ has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified in the GameIQ Unaudited Financials and (d) Liens set forth on Schedule 4.12. The assets (including Intellectual Property rights and contractual rights) of GameIQ constitute all of the assets, rights and properties that are used in the operation of the businesses of GameIQ as it is now conducted and presently proposed to be conducted or that are used or held by GameIQ for use in the operation of the businesses of GameIQ, and taken together, are adequate and sufficient for the operation of the businesses of GameIQ as currently conducted and as presently proposed to be conducted.

 

4.13 Insurance. Except a provided in Schedule 4.13, during each of the past three fiscal years, GameIQ has been adequately insured by financially sound and reputable insurers with respect to risks normally insured against and in amounts normally carried by companies similarly situated. All such insurance policies are in full force and effect; all premiums due on such policies have been fully paid; and no notice of cancellation or termination has been received with respect to any policy.

 

4.14 No Brokers. Except as set forth in Schedule 4.14, GameIQ has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or charges or any similar charges in connection with this Agreement or any transactions contemplated hereby.

 

4.15 Independent Investigation. GameIQ has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of RDE and Merger Sub and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of RDE for such purpose. GameIQ acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of RDE set forth in Article IVII (including the related portions of the RDE Disclosure Schedule); and (b) none of RDE or Merge Sub nor their respective Representatives have made any representation or warranty as to RDE, or this Agreement, except as expressly set forth in Article III (including the related portions of RDE Disclosure Schedules).

 

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Article V

COVENANTS

 

5.1 Access and Information. Each Party shall give, and shall direct its Representatives to give, the other Party and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to such Party or its Subsidiaries, as the other Party or its Representatives may reasonably request regarding such Party, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and to reasonably cooperate with the other Party and its Representatives in their investigation; provided, however, that each Party and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the other Party or any of its Subsidiaries.

 

5.2 Conduct of Business of GameIQ. Unless RDE shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), except as expressly contemplated by this Agreement, GameIQ shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to GameIQ and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice.

 

5.3 Conduct of Business of RDE. Unless GameIQ shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), except as expressly contemplated by this Agreement RDE shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to RDE and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice.

 

5.4 [RESERVED.]

 

5.5 [RESERVED.]

 

5.6 RDE OTC Reports. RDE shall duly file with OTC Markets and deliver to GameIQ, as promptly as practicable and in any event within [•] days after the date hereof, copies of all of its required OTC Reports in connection with the Merger, prepared in all material respects in accordance with the requirements of the Exchange Act and the rules and regulations thereunder.

 

5.7 Notification of Certain Matters. Each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in Article VII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

 

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5.8 Tax Matters. Each of the Parties shall use its reasonable best efforts to cause the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. None of the Parties shall (and each of the Parties shall cause their respective Subsidiaries not to) take any action, or fail to take any action, that could reasonably be expected to cause the Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The Parties intend to report and, except to the extent otherwise required by Law, shall report, for federal income tax purposes, the Merger as a “reorganization” within the meaning of Section 368(a) of the Code.

 

5.9 Further Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to obtain approval of the GameIQ Stockholders of the Merger and to consummate the transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings.

 

5.10 Confidential Information. The Parties hereby agree that in the event this Agreement is terminated in accordance with its terms, for a period of two (2) years after such termination, they shall, and shall cause their Representatives to: (i) treat and hold in strict confidence any Confidential Information, and will not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement, performing their obligations hereunder, enforcing their rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the other Party’s prior written consent; and (ii) in the event that the either Party or its Affiliates or Representatives, in the event this Agreement is terminated in accordance with its terms, for a period of two (2) years after such termination, becomes legally compelled to disclose any Confidential Information, (A) provide the other Party with prompt written notice of such requirement so that that Party or an Affiliate thereof may seek a protective Order or other remedy or waive compliance with this Section 5.10, and (B) in the event that such protective Order or other remedy is not obtained, or the relevant Party waives compliance with this Section 5.10, furnish only that portion of such Confidential Information which is legally required to be provided as advised in writing by counsel. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, the Parties shall, and shall cause their Affiliates and Representatives to, promptly deliver to the other Party any and all copies (in whatever form or medium) of Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon.

 

5.11 Post-Closing Board of Directors and Executive Officers.

 

(a) The Parties shall take all necessary action, including causing the directors and officers of GameIQ to resign and appointing directors of RDE so that, effective as of the Closing, GameIQ’s board of directors after the Closing (the “Post-Closing RDE Board”) will consist of the directors of RDE.

 

(b) The Parties shall take all action necessary, including causing the executive officers of GameIQ to resign and appointing officers of RDE, so that the individual serving as the President and Chief Executive Officer of RDE immediately after the Closing will be the same individual (in the same office) as that of RDE immediately prior to the Closing.

 

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Article VI

SURVIVAL

 

6.1 Survival. The representations and warranties of each of the Parties contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Parties pursuant to this Agreement shall not survive the Closing, and from and after the Closing, neither Party shall have any further obligations, nor shall any claim be asserted or action be brought against any other Party. The covenants and agreements made by each Party in this Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Closing or by their express terms survive Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms).

 

Article VII
CLOSING CONDITIONS

 

7.1 Conditions to Obligations of GameIQ. The obligations of GameIQ to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by GameIQ) of the following conditions:

 

(a) Representations and Warranties. All of the representations and warranties of RDE set forth in this Agreement and in any certificate delivered by RDE pursuant hereto shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, RDE.

 

(b) Agreements and Covenants. RDE shall have performed in all material respects all of RDE’s obligations and complied in all material respects with all of RDE’s agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

 

(c) No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to RDE since the date of this Agreement which is continuing and uncured.

 

(d) Diligence. GameIQ shall have completed its due diligence investigation of RDE, including the financial and legal documents, materials, properties, books and records of RDE, and shall be reasonably satisfied, in its reasonable discretion, with the results thereof.

 

(e) Required Purchaser Shareholder Approval. The resolutions of the GameIQ Stockholders authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby and thereby.

 

(f) Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

 

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(g) Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

 

(h) No Litigation. There shall not be any pending Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.

 

(i) Closing Deliveries.

 

(i) Officer Certificate. RDE shall have delivered to GameIQ a certificate, dated the Closing Date, signed by an executive officer of RDE in such capacity only, certifying as to the satisfaction of the conditions specified in Sections 7.1(a), 7.1(b) and 7.1(c) and further certifying as to, and attaching, (A) copies of RDE’s Organizational Documents as in effect as of the Closing Date and (B) the resolutions of RDE’s board of directors authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby and thereby.

 

(ii) Good Standing. RDE shall have delivered to GameIQ a good standing certificate (or similar documents applicable for such jurisdictions) for RDE certified as of a date no later than sixty (60) days prior to the Closing Date from the proper Governmental Authority of RDE’s jurisdiction of organization and from each other jurisdiction in which RDE is qualified to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

 

(iii) Employment Agreement. GameIQ shall have received a copy of the Employment Agreement for Balazs Wellisch, duly executed by RDE.

 

7.2  Conditions to Obligations of RDE. The obligations of RDE to consummate the Contribution and the other transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by GameIQ) of the following conditions:

 

(a) Representations and Warranties. All of the representations and warranties of GameIQ set forth in this Agreement and in any certificate delivered by GameIQ, shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, GameIQ.

 

(b) Agreements and Covenants. GameIQ shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing Date.

 

(c) No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to GameIQ since the date of this Agreement which is continuing and uncured.

 

(d) Diligence. RDE shall have completed its due diligence investigation of GameIQ, including the financial and legal documents, materials, properties, books and records of GameIQ, and shall be reasonably satisfied, in its reasonable discretion, with the results thereof.

 

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(e) Required Purchaser Shareholder Approval. The resolutions of the GameIQ Stockholders authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby and thereby.

 

(f) Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

 

(g) No Litigation. There shall not be any pending Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the consummation of the Closing.

 

(h) Expenses. The cash assets of GameIQ shall be sufficient to pay in full all of GameIQ’s Expenses at or before Closing.

 

(i) Closing Deliveries.

 

(i) Officer Certificate. RDE shall have received a certificate from GameIQ, dated as the Closing Date, signed by an executive officer of GameIQ in such capacity, certifying as to the satisfaction of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c)

 

(ii) Secretary Certificate. GameIQ shall have delivered to RDE a certificate executed by GameIQ’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of GameIQ’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Closing), and (B) the incumbency of officers of GameIQ authorized to execute this Agreement.

 

(iii) Elections. GameIQ shall have obtained and delivered to RDE at or prior to the Closing the resignation of its directors (subject to requirements of Schedule 14-f) and each officer of GameIQ.

 

(iv) Employment Agreement. The Employment Agreement with Balazs Wellisch shall be in full force and effect in accordance with the terms thereof.

 

(v) Promissory Notes. The Notes shall have been delivered to Balazs Wellisch and Quentin Blackford as required by Section 1.10.

 

7.3 Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by the acts or omissions of such Party or its Affiliates to comply with or perform any of its covenants or obligations set forth in this Agreement.

 

ARTICLE VIII

TERMINATION AND EXPENSES

 

8.1 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:

 

(a) by mutual written consent of RDE and GameIQ;

 

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(b) by written notice by RDE or GameIQ if any of the conditions to the Closing set forth in Article VII have not been satisfied or waived by March 31, 2022 (the “Outside Date”); provided, however, the right to terminate this Agreement under this Section 8.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

 

(c) by written notice by either RDE or GameIQ if a Governmental Authority of competent jurisdiction shall have issued an Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to a Party if the failure by such Party or its Affiliates to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental Authority;

 

(d) by written notice by GameIQ, if (i) there has been a material breach by RDE of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of RDE shall have become materially untrue or materially inaccurate, in any case, which would result in a failure of a condition set forth in Section 7.1(a) or Section 7.1(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided by GameIQ or (B) the Outside Date;

 

(e) by written notice by RDE, if (i) there has been a breach by GameIQ of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of GameIQ shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 7.2(a) or Section 7.2(b) to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided by RDE or (B) the Outside Date; or

 

(f) by written notice by RDE, if there shall have been a Material Adverse Effect on GameIQ following the date of this Agreement which is uncured and continuing; or

 

(g) by written notice by GameIQ if there shall have been a Material Adverse Effect on RDE following the date of this Agreement which is uncured and continuing.

 

8.2  Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 8.1 and pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination, including the provision of Section 8.1 under which such termination is made. In the event of the valid termination of this Agreement pursuant to Section 8.1, (i) this Agreement shall forthwith become void, and (ii) there shall be no Liability on the part of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease.

 

8.3 Fees and Expenses. Except as provided otherwise in this Agreement, including in Section 8.2 above, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses; provided, that the cash assets of GameIQ shall be applied to pay GameIQ’s Expenses at or before Closing. As used in this Agreement, “Expenses” shall include all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of this Agreement and all other matters related to the consummation of this Agreement.

 

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ARTICLE IX

MISCELLANEOUS

 

9.1 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) five (5) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

 

If to RDE, to  

RDE, Inc.
Lakeside Corporate Court

Suite 100

5880 Live Oak Parkway

Norcross, Georgia 30093

Attn: Ketan Thakker, President and CEO

Telephone No.: (773) 272-5000

Email: kthakker@restaurant.com

 

with a copy (which will not constitute notice) to:

 

Culhane Meadows PLLC

1701 Pennsylvania Avenue, N.W.,

Suite 200

Washington, D.C. 20006

Attn: Ernest M. Stern, Esq.

Telephone No: (301) 910-2030

 

If to GameIQ, to  

GameIQ, Inc.

2173 Salk Ave.

Suite 250

Carlsbad, CA 92008

Attn: Balazs Wellisch, President
Telephone No.: (619) 363 4030

Email: balazs@gameiq.net

 

with a copy (which will not constitute notice) to:

 

Law Offices of Gretchen Cowen, APC
4275 Executive Square

Suite 200
La Jolla, CA 92037
Attn: Gretchen Cowen, Esq.

Telephone No: (760) 931-0903

Email: gretchen@gcowenlaw.com

 

 

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9.2 Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned whether by operation of Law or otherwise without the prior written consent of RDE and GameIQ (and after the Closing, the GameIQ Representative and the RDE Representative), and any assignment without such consent shall be null and void; provided that no such permitted assignment shall relieve the assigning Party of its obligations hereunder.

 

9.3 Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

 

9.4 Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in Fulton County, Georgia (or in any appellate court thereof) (the “Specified Courts”). Each Party hereto hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 9.1. Nothing in this Section 9.4 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

 

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9.5 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.5.

 

9.6 Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Party may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

 

9.7 Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

 

9.8 Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by RDE or GameIQ.

 

9.9 Waiver. RDE on behalf of itself and its Affiliates, or GameIQ on behalf of itself and its Affiliates, may in its sole discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

 

9.10 Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits and schedules attached hereto, which exhibits and schedules are incorporated herein by reference, embody the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to the subject matter contained herein.

 

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9.11 Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

 

ARTICLE X

DEFINITIONS

 

10.1 Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:

 

“Acquisition Proposal” has the meaning ascribed to such term in Section 5.7(a) hereof.

 

“Action” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or before any Governmental Authority.

 

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

 

“Agreement” has the meaning set forth in the Preamble hereto.

 

“Alternative Transaction” has the meaning ascribed to such term in Section 5.7(a) hereof.

 

“Benefit Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not.

 

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day.

 

“Cash Consideration” has the meaning ascribed to such term in Section 1.9 hereof.

 

“Certificate of Merger” has the meaning ascribed to such term in Section 1.2 hereof.

 

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“Claim” has the meaning ascribed to such term in Section 5.13(b) hereof.

 

“Closing” has the meaning ascribed to such term in Section 2.1 hereof.

 

“Closing Date” has the meaning ascribed to such term in Section 2.1 hereof.

 

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder.

 

“Confidential Information” means all confidential or proprietary documents and information concerning the either Party or any of its Representatives; provided, however, that the Confidential Information shall not include any information which, (i) at the time of disclosure by GameIQ or its respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by RDE or its Representatives to GameIQ or its Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Confidential Information.

 

“Consent” means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority or any other Person.

 

“Contracts” means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses (and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations of any kind, written or oral (including any amendments and other modifications thereto).

 

“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

 

“D&O Indemnified Persons” has the meaning ascribed to such term in Section 5.13(a) hereof.

 

“DGCL” means the Delaware General Corporation Law.

 

“Effective Time” has the meaning ascribed to such term in Section 1.2 hereof.

 

“Enforceability Exceptions” has the meaning ascribed to such term in Section 3.2 hereof.

 

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

“Expenses” has the meaning ascribed to such term in Section 8.3 hereof.

 

“FINRA” means the Financial Industry Regulatory Authority, Inc.

 

“Fraud Claim” means any claim based in whole or in part upon common law fraud as set in the elements of fraud under applicable Law.

 

“GAAP” means generally accepted accounting principles as in effect in the United States of America.

 

“GameIQ” has the meaning set forth in the Preamble hereto.

 

“GameIQ Common Stock” means the common stock, no par value per share, of GameIQ.

 

“GameIQ Convertible Securities” means, collectively, the GameIQ Options and any other options, warrants or rights to subscribe for or purchase any capital stock of GameIQ or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of GameIQ.

 

“GameIQ Options” means an option to purchase GameIQ Stock.

 

“GameIQ Preferred Stock” means the preferred stock, no par value per share, of GameIQ.

 

“GameIQ Securities” means, collectively, the GameIQ Stock or securities convertible into GameIQ Stock.

 

“GameIQ Stock” means any shares of the GameIQ Common Stock and the GameIQ Preferred Stock.

 

“GameIQ Stockholders” means, collectively, the holders of GameIQ Stock.

 

“GameIQ Unaudited Financials” has the meaning ascribed to such term in Section 4.6 hereof.

 

“Governmental Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

 

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“Indebtedness” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (d) all obligations of such Person under leases that should be classified as capital leases in accordance with GAAP, (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (f) all obligations of such Person in respect of acceptances issued or created, (g) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (h) all obligations secured by an Lien on any property of such Person, (i) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (j) all obligation described in clauses (a) through (i) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

 

“Intellectual Property” means all of the following as they exist in any jurisdiction throughout the world: patents, trademarks, copyrights, trade secrets, internet assets, software and other intellectual property, and all licenses, sublicenses and other agreements or permissions related to the preceding property.

 

“IRS” means the U.S. Internal Revenue Service (or any successor Governmental Authority).

 

“Knowledge” means, with respect to any Party, the actual knowledge of the executive officers or directors of such Party, after due inquiry.

 

“Law” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

 

“Liabilities” means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured and whether due or to become due), including Tax liabilities due or to become due.

 

“Lien” means any mortgage, pledge, security interest, attachment, right of first refusal, , proxy, voting trust, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

 

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“Material Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities, results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such Person or any of its Subsidiaries on a timely basis to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder; provided, however, that for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general changes in the financial or securities markets or general economic or political conditions in the country or region in which such Person or any of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such Person or any of its Subsidiaries principally operate; (iii) changes in GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (iv) conditions caused by acts of God, terrorism, war (whether or not declared), pandemic or natural disaster; and (v) any failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i) - (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such Person or any of its Subsidiaries compared to other participants in the industries in which such Person or any of its Subsidiaries primarily conducts its businesses.

 

“Merger” has the meaning set forth in the Recitals hereto.

 

“Merger Consideration” has the meaning ascribed to such term in Section 1.7 hereof.

 

“Merger Sub” has the meaning set forth in the Preamble hereto.

 

“Merger Sub Common Stock” means the common stock, par value $.001 per share, of Merger Sub.

 

Notes” has the meaning ascribed to such term in Section 1.10 hereof.

 

“Order” means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

 

“Organizational Documents” means, with respect to any Person that is not a natural person, the articles of incorporation, certificate of incorporation, charter, bylaws, articles of formation, certificate of formation, regulations, operating agreement, partnership agreement, certificate of limited partnership, trust agreement or other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of such Person, including any amendments thereto or restatements thereof.

 

“OTC Reports” has the meaning ascribed to such term in Section 3.7(a) hereof.

 

“Outside Date” has the meaning ascribed to such term in Section 8.1(b) hereof.

 

“Party” and “Parties” have the meanings set forth in the Preamble hereto.

 

“Permits” means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

 

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“Permitted Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, or (v) Liens arising under this Agreement.

 

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

 

“Personal Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant, parts and other tangible personal property.

 

“Pro Rata Share” means with respect to each GameIQ Stockholder, a fraction expressed by a percentage equal to (i) the portion of the Merger Consideration payable by RDE to such GameIQ Stockholder in accordance with the terms of this Agreement, divided by (ii) the total Merger Consideration payable by RDE to all GameIQ Stockholders in accordance with the terms of this Agreement.

 

“RDE” has the meaning set forth in the Preamble hereto.

 

“RDE Common Stock” means the shares of common stock, par value $0.001 per share, of RDE.

 

“RDE Financials” has the meaning ascribed to such term in Section 3.7(b) hereof.

 

“RDE Material Contract” has the meaning ascribed to such term in Section 3.13 hereof.

 

“RDE Preferred Stock” means the shares of preferred stock, par value [·] per share, of RDE.

 

“RDE Stock” means any shares of RDE Common Stock and RDE Preferred Stock.

 

“Representatives” means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors, consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person or its Affiliates.

 

“SEC” means the Securities and Exchange Commission (or any successor Governmental Authority).

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Specified Courts” has the meaning ascribed to such term in Section 9.4 hereof.

 

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“Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.

 

“Surviving Corporation” has the meaning ascribed to such term in Section 1.1 hereof.

 

“Tax Return” means any return, declaration, report, claim for refund, information return or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

 

“Taxes” means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement to indemnify, any other Person.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered as of the date first written above.

 

  RDE:
     
  RDE, INC.
     
  By: /s/ Ketan Thakker
  Name: Ketan Thakker
  Title: President and CEO
     
  Merger Sub:
     
  GAMEIQ ACQUISITION CORP.
     
  By: /s/ Ketan Thakker
  Name: Ketan Thakker
  Title: President and CEO
     
  GAMEIQ:
     
  GAMEQ, INC.
     
  By: /s/ Balazs Wellisch
  Name: Balazs Wellisch,
  Title: President

 

 
 

Page 30 of 34

 

DISCLOSURE SCHEDULES

 

These Disclosure Schedules are provided pursuant to the Agreement and Plan of Merger dated as of January __, 2022 (the “Merger Agreement”), by and among RDE, Inc., a Delaware corporation, and GameIQ Acquisition Corp. a Delaware corporation and wholly-owned subsidiary of RDE, Inc., and GameIQ, Inc., a California corporation. Capitalized terms used but not otherwise defined in these Disclosure Schedules have the meanings given to them in the Merger Agreement.

 

No reference to or disclosure of any item or other matter in these Disclosure Schedules will be construed as an admission or indication that such item or other matter is material or would have a material adverse effect or impact as used in the Merger Agreement. No disclosure in these Disclosure Schedules relating to any possible breach of, violation of, or conflict with any Contract (other than the Merger Agreement) or legal requirement will be construed as an admission thereof.

 

Matters reflected in these Disclosure Schedules are not necessarily limited to matters required by the Merger Agreement to be reflected in these Disclosure Schedules. Such additional matters are set forth for informational purposes only.

 

Any information disclosed in any one section of these Disclosure Schedules with respect to any representation or warranty will be deemed disclosed for the purposes of any other section(s) of these Disclosure Schedules to the extent it is reasonably apparent on the face of such disclosure that it also relates to such other section(s).

 

 
 

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List of Schedules

 

Schedule 4.3 Insurance

 

 
 

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Schedule 4.1

Insurance

 

GameIQ does not maintain cybersecurity insurance.

 

 
 

Page 33 of 34

 

Exhibit A

 

FORM OF PROMISSORY NOTE TO BALAZS WELLISCH

 

 
 

Page 34 of 34

 

Exhibit B

 

FORM OF PROMISSORY NOTE TO QUENTIN BLACKFORD

 

 

 EX-14.1 12 ex14-1.htm

 

Exhibit 14.1 

Page 1 of 1 

 

CODE OF ETHICS

 

The Chief Executive Officer (“CEO”) and all senior financial officers, including the Chief Financial Officer and principal accounting officer of RDE, Inc. (the “Company”), and of any subsidiary that becomes subject to the periodic reporting requirements under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, are bound by the provisions set forth in this Code of Ethics relating to ethical conduct, conflicts of interest, compliance with law and standards designed to deter wrongdoing. The CEO and senior financial officers are subject to the following specific policies:

 

1. The CEO and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of the Company’s Audit Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the Audit Committee in fulfilling its responsibilities as specified in the Company’s financial reporting policies and applicable law.

 

2. The CEO and each senior financial officer shall promptly bring to the attention of the Audit Committee any information he or she may have which he or she reasonably believes reflects or indicates (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, audits or internal controls or (c) any attempt to improperly influence, coerce or mislead the Company’s independent auditors in violation of Section 303(a) of the Sarbanes-Oxley Act of 2002 and the rules of the SEC passed there under.

 

3. The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO and to the Audit Committee any information he or she may have which he or she reasonably believes reflects or indicates a violation of this Code of Ethics or any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, audits or internal controls.

 

4. The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO and to the Audit Committee any information he or she may have which he or she reasonably believes indicates a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.

 

5. The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Ethics or of these additional procedures by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code of Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation and the action to be taken, which action may include censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) or termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including without limitation the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

 

6. Any waiver of this Code of Ethics may be made only by the Board of Directors of the Company and shall be disclosed to the persons in the manner provided by applicable law and by any regulatory agency having authority over the Company.

 

 

 

 

 EX-21 13 ex21.htm

 

Exhibit 21 

page 1 of 1

 

SUBSIDIARIES

 

NAME 

JURISDICTION OF

INCORPORATION

  

PERCENTAGE

OWNERSHIP

 
         
Restaurant.com, Inc.  Delaware    100%

 

 

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[Member] Long-term Debt, Type [Axis] Unsecured Debt [Member] Antidilutive Securities [Axis] Convertible Notes Payable [Member] Common Stock Warrants [Member] Common Stock Options [Member] Debt Instrument [Axis] Promissory Note [Member] Statistical Measurement [Axis] Minimum [Member] Incumaker Inc [Member] Maximum [Member] Convertible Notes [Member] May 2018 Bridge Notes Payable [Member] Settlement Agreement [Member] January 2019 Bridge Notes Payable [Member] Notes Payable [Member] Loans Insured or Guaranteed by Government Authorities [Axis] Paycheck Protection Program First Draw [Member] Paycheck Protection Second Draw [Member] Economic Injury/Disaster Loan (Restaurant.com) [Member] Lender Name [Axis] SBA [Member] Grant [Member] Economic Injury/Disaster Loan (uBid) [Member] Paycheck Protection Loan (1st draw) [Member] Paycheck Protection Loan (2nd draw) [Member] Note Holder [Member] Consultants For Services [Member] Acquisition of Restaurant.com [Member] Convertible Debt One [Member] Legal Settlement [Member] Directors and Employees [Member] Officer [Member] Advisory Agreement [Member] Award Type [Axis] Stock Options Fully Vested [Member] Exercise Price Range Three [Member] Exercise Price Range Four [Member] Subsequent Event Type [Axis] Subsequent Event [Member] Merger Agreement [Member] President And Cofounder [Member] Director [Member] Paycheck Protection Program [Member] Employees and Board of Directors [Member] Employees [Member] Cover [Abstract] Entity Registrant Name Entity Central Index Key Document Type Amendment Flag Entity Filer Category Entity Small Business Entity Emerging Growth Company Entity Ex Transition Period Statement of Financial Position [Abstract] ASSETS Current assets: Cash Accounts receivable Deposits with credit card processor Prepaid expenses and other current assets Total current assets Operating lease right of use asset, net Goodwill Intangible assets, net Total assets LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current liabilities: Accounts payable Accrued expenses Accrued payroll and advances - related party Deferred revenue Acquisition obligation Government assistance notes payable, current portion Operating lease liability, current portion Convertible notes payable Convertible debt assumed upon reverse merger, including accrued interest of $11,537 and $11,137 at December 31, 2021 and 2020, respectively Bridge notes payable, including accrued interest of $25,624 at December 31, 2020 Total current liabilities Operating lease liability, net of current portion Acquisition note payable, including accrued interest of $162,300 and $73,973 at December 31, 2021 and 2020, respectively Government assistance notes payable, including accrued interest of $25,321 and $9,942 at December 31, 2021 and 2020, respectively, net of current portion Total liabilities Commitments and Contingencies Stockholders' deficiency: Preferred stock, $0.0001 par value, 10,000,000 shares authorized; none issued and outstanding Common stock, $0.001 par value, 750,000,000 shares authorized; 12,879,428 and 11,217,324 shares issued and outstanding at December 31, 2021 and 2020, respectively Additional paid-in-capital Common stock issuable, 383,343 shares Accumulated deficit Total stockholders' deficiency Total liabilities and stockholders' deficiency Statement [Table] Statement [Line Items] Accrued interest payable Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Common stock issuable, shares Income Statement [Abstract] Revenues Operating expenses: Costs of revenues Selling, general and administrative expenses Amortization of intangible assets Write-off of impaired intangible assets Total operating expenses Loss from operations Other (income) expense: Interest expense Amortization of debt discount Financing costs Gain on extinguishment of derivative liability Legal settlements Gain from forgiveness of government assistance note payable Loss on extinguishment of debt Total other (income) expense, net Loss from continuing operations Gain on sale of discontinued operation Net loss Net loss per common share - basic and diluted: Loss from continuing operations Gain on sale of discontinued operation Net loss Weighted average common shares outstanding - basic and diluted Balance Balance, shares Fractional share adjustment from reverse split Fractional share adjustment from reverse split, shares Issuance of common stock in private placement Issuance of common stock in private placement, shares Issuance of common stock in public placement Issuance of common stock in public placement, shares Issuance of common stock for acquisition of Restaurant.com Issuance of common stock for acquisition of Restaurant.com, shares Issuance of common stock for sale of discontinued operations Issuance of common stock for sale of discontinued operations, shares Issuance of common stock for conversion of convertible notes assumed on reverser merger Issuance of common stock for conversion of convertible notes assumed on reverser merger, shares Issuance of common stock for conversion of convertible notes Issuance of common stock for conversion of convertible notes, shares Issuance of common stock for services Issuance of common stock for services, shares Issuance of common stock for directors and employees Issuance of common stock for directors and employees, shares Issuance of common stock for accrued payroll and advances to a related party Issuance of common stock for accrued payroll and advances to a related party, shares Fair value of vested stock options Proceeds from issuance of common stock in offering, net of offering costs of $21,686 Proceeds from issuance of common stock in offering, net of offering costs of $21,686, shares Issuance of common stock for note payable extension Issuance of common stock for note payable extension, shares Issuance of common stock for legal settlement Issuance of common stock for legal settlement, shares Net loss Balance Balance, shares Statement of Stockholders' Equity [Abstract] Offering costs Statement of Cash Flows [Abstract] Cash flows from operating activities: Gain from discontinued operation Net loss from continuing operations Adjustments to reconcile net loss to net cash used in operating activities: Loss on extinguishment of debt Issuance of common stock for services Issuance of common stock for services to directors and employees Fair value of vested stock options Amortization of operating lease right of use assets Changes in operating assets and liabilities: (Increase) decrease in - Accounts receivable Deposits with credit card processor Prepaid expenses and other current assets Increase (decrease) in - Accounts payable Accrued expenses Accrued payroll and advances - related party Accrued interest payable Deferred revenue Operating lease liability Net cash used in operating activities Cash flows from financing activities: Repayment of bridge note payable Repayment of convertible notes payable Repayment of convertible notes payable assumed on reverse merger Payment of acquisition obligation Proceeds from notes payable - government assistance loans Proceeds from private placement of common stock Proceeds from issuance of common stock in offering, net of offering costs Net cash provided by financing activities Net increase in cash: Balance at beginning of period Balance at end of period Supplemental disclosures of cash flow information: Interest paid Taxes paid Non-cash investing and financing activities: Operating lease right of use asset and related lease liability Issuance of common stock as payment for accrued salary Issuance of common stock for conversion of notes payable Issuance of common stock for sale of discontinued operation Assets acquired from acquisition of Restaurant.com Goodwill and intangible assets acquired from acquisition of Restaurant.com Fair value of common stock issued for acquisition of Restaurant.com Notes payable issued from acquisition of Restaurant.com Acquisition obligation from acquisition of Restaurant.com Accounting Policies [Abstract] Organization and Basis of Presentation Summary of Significant Accounting Policies Business Combination and Asset Acquisition [Abstract] Acquisitions and Dispositions Statistical Disclosure for Banks [Abstract] Deposit to Credit Card Processor Leases [Abstract] Right-Of-Use Assets and Operating Lease Liabilities Debt Disclosure [Abstract] Convertible Debt Assumed in 2018 Acquisition Convertible Notes Payable Bridge Notes Payable Notes to Financial Statements Note Payable Issued in Restaurant.com, Inc. Transaction Government Assistance Notes Payable Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative Liability Retirement Benefits [Abstract] Accrued Officers Compensation Equity [Abstract] Stockholders' Deficiency Share-based Payment Arrangement [Abstract] Stock-Based Compensation Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Income Tax Disclosure [Abstract] Income Taxes Subsequent Events [Abstract] Subsequent Events Principles of Consolidation Use of Estimates Stock-Based Compensation Fair Value of Financial Instruments Acquisitions and Business Combinations Goodwill Intangible Assets with Finite Useful Lives Revenue Recognition Costs of Revenues Advertising Costs Accounts Receivable Earnings (Loss) Per Share Income Taxes Cash Operating Segments Recent Accounting Pronouncements Schedule of Disaggregation of Revenue Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share Schedule of Fair Value of Assets Assumed and Liabilities Acquired Schedule of Finite-Lived Intangible Assets Schedule of Pro Forma Statements of Operations Schedule of Right-of-use Asset Activity Schedule of Liabilities under Operating Leases Obligations Schedule of Maturities of Lease Liabilities Schedule of Notes Payable Schedule of Common Stock Warrants Activity Schedule of Valuation Assumption of Stock Option Summary of Stock Option Activity Schedule of Options Summarized by Exercise Price Schedule of Deferred Tax Assets and Liabilities Schedule of Income Tax Effective Tax Rate Shares exchanged for common stock Debt term Secured debt Debt interest rate Note payable Accrued interest payable Net cash used in operations Shareholders' deficit Cash on hand Working capital Reverse stock split Finite-lived intangible assets Discount on sale of restaurant Purchase of restaurant Derivative liability Advertising costs Debt instrument, face amount Debt maturity date Revenue Total Cash paid Note payable Number of stock issued Fair value of stock issued Total purchase price Intangible assets acquired Price per share Intangible asset useful life Amortization expense of intangible assets impairment of intangible assets Principal amount Number of shares sold Unamortized debt discount Shares issued upon on conversion Fair value of stock issued Common shares issuable Accrued and unpaid interest Debt forgiven Settlement of outstanding debt Gain on sale of discontinued operations Gain on extinguishment of debt Gain on extinguishment of liabilities Loss on disposal of assets Cash obligation Common stock (363,889 shares of common stock at $1.33 per share) Total purchase price Acquired assets Intangible assets Total purchase price Assigned life Assigned life, description Intangible assets, gross Accumulated amortization Total Intangible Assets, net of amortization Revenues Net loss per share - 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Repayment of convertible notes payable assumed on reverse merger. Repayment of acquisition obligation. Goodwill and intangible assets acquired from acquisition Notes payable issued from acquisition. Acquisition obligation from acquisition. Restaurant Coupons [Member] Sale of Travel, Vacation and Merchandise [Member] Business to Business [Member] Other [Member] Restaurant.com [Member] SkyAuction.com [Member] Stock Sale Agreement and Mutual Release Agreement [Member] Common shares issuable. Gain on extinguishment of liabilities. Restaurant Relationships [Member] Brand [Member] Settlement Agreements [Member] Notes Payable [Member] May 2018 Bridge Notes Payable [Member] January 2019 Bridge Notes Payable [Member] 8-10% Convertible Notes [Member] 8% Convertible Notes [Member] Incumaker Inc [Member] Restaurant.com Agreement [Member] Unsecured Promissory Note [Member] SkyAuction Merger Agreement [Member] SBA PPP Loan [Member] SBA EIDL Loans [Member] Paycheck Protection Program [Member] Small Business Administration [Member] Employment Agreement [Member] Ketan Thakker [Member] Remaining balance of accrued payroll. Financing costs. Acquisition of Restaurant.com [Member] Reverse Merger [Member] Directors and Employees [Member] Consultants [Member] Board of Directors [Member] Legal Settlement [Member] Lease Agreement [Member] Employees [Member] Net number of non-option equity instruments intrinsic value of outstanding of warrant. Net number of non-option equity instruments intrinsic value of exercisable of warrant. 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Government assistance notes payable, current portion. Acquisition Notes Payable [Member] Government Assistance Notes Payable [Member] Write-off of impaired intangible assets. Gain from forgiveness of government assistance note payable. Costs of Revenues. Fractional share adjustment from reverse split. Stock issued for converision of convertible notes assumed on reverse merger shares. Issuance of common stock for conversion of convertible notes assumed on reverser merger. Issuance of common stock for conversion of convertible notes. Issuance of common stock for conversion of convertible notes, shares. Proceeds from issuance of common stock in offering, net of offering costs. Stock Issued on Issuance of Common Stock Offering Shares. Stock issued on issuance of common stock for note payable extensions shares. Stock issued on issuance of common stock for note payable extensions. Stock issued on issuance of common stock for legal settlement. 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Paycheck Protection Second Draw [Member] Paycheck Protection Program First Draw [Member] Economic Injury /Disaster Note Payable Restaurant.com [Member] Economic Injury Disaster Note Payable Restaurant.com [Member] SBA [Member] Economic Injury Disaster Note Payable uBid [Member] Paycheck Protection Loan First Draw [Member] Paycheck Protection Loan Second Draw [Member] Government Assistance Notes Payable Including Net Of Current Portion. Total principal and accrued interest Accrued compensation. Offering costs. Note Holder [Member] Consultants For Services [Member] Convertible Debt One [Member] AdvisoryAgreementMember Exercise Price Range Three [Member] Exercise Price Range Four [Member] Merger Agreement [Member] President And Cofounder [Member] Employees and Board of Directors [Member] Fair value of the options granted to be issued. Loss on extinguishment of debt. Assets, Current Assets Liabilities, Current Liabilities Liabilities and Equity Operating Expenses Operating Income (Loss) GainFromForgivenessOfGovernmentAssistanceNotePayable Nonoperating Income (Expense) Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Net Income (Loss) Attributable to Parent Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic and Diluted Share Shares, Outstanding Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest Issuance of Stock and Warrants for Services or Claims FairValueOfVestedStockOptions Increase (Decrease) in Accounts Receivable IncreaseDecreaseInDepositsWithCreditCardProcessor Increase (Decrease) in Prepaid Expense and Other Assets Increase (Decrease) in Accounts Payable Increase (Decrease) in Accrued Liabilities IncreaseDecreaseInAccruedPayrollAndAdvancesRelatedParty Increase (Decrease) in Interest Payable, Net Increase (Decrease) in Contract with Customer, Liability RepaymentOfBridgeNotePayable Repayments of Convertible Debt RepaymentOfConvertibleNotesPayableAssumedOnReverseMerger RepaymentOfAcquisitionObligation Net Cash Provided by (Used in) Financing Activities Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations Commitments and Contingencies Disclosure [Text Block] Compensation Related Costs, Policy [Policy Text Block] Goodwill and Intangible Assets, Policy [Policy Text Block] Income Tax, Policy [Policy Text Block] Cash and Cash Equivalents, Policy [Policy Text Block] Accrued Liabilities Business Combination, Consideration Transferred, Liabilities Incurred Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net Finite-Lived Intangible Assets, Accumulated Amortization Business Acquisition, Pro Forma Revenue Lessee, Operating Lease, Liability, to be Paid Lessee, Operating Lease, Liability, Undiscounted Excess Amount Convertible Notes Payable [Default Label] Debt Instrument, Interest Rate, Effective Percentage TotalPrincipalAndAccruedInterest Payments of Stock Issuance Costs Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingWeightedAverageExercisePrice Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Deferred Tax Assets, Valuation Allowance Deferred Tax Assets, Net of Valuation Allowance Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent EX-101.PRE 21 rstn-20211231_pre.xml INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT XML 22 R1.htm IDEA: XBRL DOCUMENT v3.22.1
Document and Entity Information
 12 Months Ended
Dec. 31, 2021
Cover [Abstract]  
Entity Registrant Name RDE, Inc.
Entity Central Index Key 0001760233
Document Type 10-12G
Amendment Flag false
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company true
Entity Ex Transition Period false

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Consolidated Balance Sheets - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Current assets:    
Cash $ 1,930,325 $ 600,576
Accounts receivable 118,100 297,407
Deposits with credit card processor 87,237 87,237
Prepaid expenses and other current assets 153,374 118,196
Total current assets 2,289,036 1,103,416
Operating lease right of use asset, net 219,739 332,615
Goodwill 334,000
Intangible assets, net 860,030
Total assets 2,508,775 2,630,061
Current liabilities:    
Accounts payable 976,605 976,845
Accrued expenses 627,623 453,595
Accrued payroll and advances - related party 78,000
Deferred revenue 230,405
Acquisition obligation 77,092 118,006
Government assistance notes payable, current portion 11,115
Operating lease liability, current portion 110,499 100,856
Convertible notes payable 400,000
Convertible debt assumed upon reverse merger, including accrued interest of $11,537 and $11,137 at December 31, 2021 and 2020, respectively 31,537 31,137
Bridge notes payable, including accrued interest of $25,624 at December 31, 2020 328,771
Total current liabilities 2,064,876 2,487,210
Operating lease liability, net of current portion 111,597 222,095
Acquisition note payable, including accrued interest of $162,300 and $73,973 at December 31, 2021 and 2020, respectively 1,662,300 1,573,973
Government assistance notes payable, including accrued interest of $25,321 and $9,942 at December 31, 2021 and 2020, respectively, net of current portion 1,689,741 952,142
Total liabilities 5,528,514 5,235,420
Commitments and Contingencies
Stockholders' deficiency:    
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; none issued and outstanding
Common stock, $0.001 par value, 750,000,000 shares authorized; 12,879,428 and 11,217,324 shares issued and outstanding at December 31, 2021 and 2020, respectively 12,880 11,218
Additional paid-in-capital 56,875,273 52,300,092
Common stock issuable, 383,343 shares 383,343 383,343
Accumulated deficit (60,291,235) (55,300,012)
Total stockholders' deficiency (3,019,739) (2,605,359)
Total liabilities and stockholders' deficiency $ 2,508,775 $ 2,630,061
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Consolidated Balance Sheets (Parenthetical) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value $ 0.001 $ 0.0001
Common stock, shares authorized 750,000,000 750,000,000
Common stock, shares issued 12,879,428 11,217,324
Common stock, shares outstanding 12,879,428 11,217,324
Common stock issuable, shares 383,343 383,343
Convertible Debt [Member]    
Accrued interest payable $ 11,537 $ 11,137
Bridge Notes Payable [Member]    
Accrued interest payable   25,624
Acquisition Note Payable [Member]    
Accrued interest payable 162,300 73,973
Government Assistance Note Payable [Member]    
Accrued interest payable $ 25,321 $ 9,942
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Consolidated Statements of Operations - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]    
Revenues $ 3,323,509 $ 2,644,556
Operating expenses:    
Costs of revenues 394,023 436,715
Selling, general and administrative expenses 7,243,151 6,172,390
Amortization of intangible assets 624,000 720,000
Write-off of impaired intangible assets 570,030
Total operating expenses 8,831,204 7,329,105
Loss from operations (5,507,695) (4,684,548)
Other (income) expense:    
Interest expense 124,293 519,096
Amortization of debt discount 401,177
Financing costs 7,500 163,528
Gain on extinguishment of derivative liability (1,164,802)
Legal settlements 219,000
Gain from forgiveness of government assistance note payable (648,265) (10,000)
Loss on extinguishment of debt 1,858,395
Total other (income) expense, net (516,472) 1,986,394
Loss from continuing operations (4,991,223) (6,670,942)
Gain on sale of discontinued operation 2,895,283
Net loss $ (4,991,223) $ (3,775,659)
Net loss per common share - basic and diluted:    
Loss from continuing operations $ (0.41) $ (1.08)
Gain on sale of discontinued operation 0.47
Net loss $ (0.41) $ (0.61)
Weighted average common shares outstanding - basic and diluted 12,277,922 6,183,047
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Consolidated Statements of Stockholders' Deficiency - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Common Stock [Member]    
Balance $ 11,218 $ 3,013
Balance, shares 11,217,324 3,012,712
Fractional share adjustment from reverse split   $ (69)
Fractional share adjustment from reverse split, shares   (69,410)
Issuance of common stock in private placement   $ 1,103
Issuance of common stock in private placement, shares   1,102,700
Issuance of common stock in public placement   $ 50
Issuance of common stock in public placement, shares   50,000
Issuance of common stock for acquisition of Restaurant.com   $ 364
Issuance of common stock for acquisition of Restaurant.com, shares   363,889
Issuance of common stock for sale of discontinued operations   $ 60
Issuance of common stock for sale of discontinued operations, shares   59,990
Issuance of common stock for conversion of convertible notes assumed on reverser merger   $ 1,528
Issuance of common stock for conversion of convertible notes assumed on reverser merger, shares   1,528,107
Issuance of common stock for conversion of convertible notes   $ 1,806
Issuance of common stock for conversion of convertible notes, shares   1,805,539
Issuance of common stock for services $ 846 $ 1,087
Issuance of common stock for services, shares 845,758 1,087,297
Issuance of common stock for directors and employees   $ 1,340
Issuance of common stock for directors and employees, shares   1,340,000
Issuance of common stock for accrued payroll and advances to a related party   $ 936
Issuance of common stock for accrued payroll and advances to a related party, shares   936,500
Fair value of vested stock options
Proceeds from issuance of common stock in offering, net of offering costs of $21,686 $ 805  
Proceeds from issuance of common stock in offering, net of offering costs of $21,686, shares 805,346  
Issuance of common stock for note payable extension $ 3  
Issuance of common stock for note payable extension, shares 3,000  
Issuance of common stock for legal settlement $ 8  
Issuance of common stock for legal settlement, shares 8,000  
Net loss
Balance $ 12,880 $ 11,218
Balance, shares 12,879,428 11,217,324
Common Stock Issuable [Member]    
Balance $ 383,343
Balance, shares 383,343
Fractional share adjustment from reverse split  
Fractional share adjustment from reverse split, shares  
Issuance of common stock in private placement  
Issuance of common stock in private placement, shares  
Issuance of common stock in public placement  
Issuance of common stock in public placement, shares  
Issuance of common stock for acquisition of Restaurant.com  
Issuance of common stock for acquisition of Restaurant.com, shares  
Issuance of common stock for sale of discontinued operations   $ 273,343
Issuance of common stock for sale of discontinued operations, shares   273,343
Issuance of common stock for conversion of convertible notes assumed on reverser merger  
Issuance of common stock for conversion of convertible notes assumed on reverser merger, shares  
Issuance of common stock for conversion of convertible notes   $ 110,000
Issuance of common stock for conversion of convertible notes, shares   110,000
Issuance of common stock for services
Issuance of common stock for services, shares
Issuance of common stock for directors and employees  
Issuance of common stock for directors and employees, shares  
Issuance of common stock for accrued payroll and advances to a related party  
Issuance of common stock for accrued payroll and advances to a related party, shares  
Fair value of vested stock options
Proceeds from issuance of common stock in offering, net of offering costs of $21,686  
Proceeds from issuance of common stock in offering, net of offering costs of $21,686, shares  
Issuance of common stock for note payable extension  
Issuance of common stock for note payable extension, shares  
Issuance of common stock for legal settlement  
Issuance of common stock for legal settlement, shares  
Net loss
Balance $ 383,343 $ 383,343
Balance, shares 383,343 383,343
Additional Paid-In Capital [Member]    
Balance $ 52,300,092 $ 43,695,274
Fractional share adjustment from reverse split   69
Issuance of common stock in private placement   1,101,597
Issuance of common stock in public placement   149,950
Issuance of common stock for acquisition of Restaurant.com   483,608
Issuance of common stock for sale of discontinued operations   59,930
Issuance of common stock for conversion of convertible notes assumed on reverser merger   1,825,538
Issuance of common stock for conversion of convertible notes   2,091,353
Issuance of common stock for services 2,163,154 1,012,799
Issuance of common stock for directors and employees   1,194,460
Issuance of common stock for accrued payroll and advances to a related party   654,514
Fair value of vested stock options 437,877 31,000
Proceeds from issuance of common stock in offering, net of offering costs of $21,686 1,957,661  
Issuance of common stock for note payable extension 7,497  
Issuance of common stock for legal settlement 8,992  
Net loss
Balance 56,875,273 52,300,092
Accumulated Deficit [Member]    
Balance (55,300,012) (51,524,353)
Fractional share adjustment from reverse split  
Issuance of common stock in private placement  
Issuance of common stock in public placement  
Issuance of common stock for acquisition of Restaurant.com  
Issuance of common stock for sale of discontinued operations  
Issuance of common stock for conversion of convertible notes assumed on reverser merger  
Issuance of common stock for conversion of convertible notes  
Issuance of common stock for services
Issuance of common stock for directors and employees  
Issuance of common stock for accrued payroll and advances to a related party  
Fair value of vested stock options
Proceeds from issuance of common stock in offering, net of offering costs of $21,686  
Issuance of common stock for note payable extension  
Issuance of common stock for legal settlement  
Net loss (4,991,223) (3,775,659)
Balance (60,291,235) (55,300,012)
Balance (2,605,359) (7,826,066)
Fractional share adjustment from reverse split  
Issuance of common stock in private placement   1,102,700
Issuance of common stock in public placement   150,000
Issuance of common stock for acquisition of Restaurant.com   483,972
Issuance of common stock for sale of discontinued operations   333,333
Issuance of common stock for conversion of convertible notes assumed on reverser merger   1,827,066
Issuance of common stock for conversion of convertible notes   2,203,159
Issuance of common stock for services 2,164,000 1,013,886
Issuance of common stock for directors and employees   1,195,800
Issuance of common stock for accrued payroll and advances to a related party   655,450
Fair value of vested stock options 437,877 31,000
Proceeds from issuance of common stock in offering, net of offering costs of $21,686 1,958,466  
Issuance of common stock for note payable extension 7,500  
Issuance of common stock for legal settlement 9,000  
Net loss (4,991,223) (3,775,659)
Balance $ (3,019,739) $ (2,605,359)
XML 27 R6.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Stockholders' Deficiency (Parenthetical)
Dec. 31, 2021
USD ($)
Statement of Stockholders' Equity [Abstract]  
Offering costs $ 21,686
XML 28 R7.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Cash flows from operating activities:    
Net loss $ (4,991,223) $ (3,775,659)
Gain from discontinued operation 2,895,283
Net loss from continuing operations (4,991,223) (6,670,942)
Adjustments to reconcile net loss to net cash used in operating activities:    
Amortization of intangible assets 624,000 720,000
Write-off of impaired intangible assets 570,030
Financing costs 7,500 163,528
Gain from forgiveness of government assistance note payable (648,265) (10,000)
Loss on extinguishment of debt 1,858,395
Gain on extinguishment of derivative liability (1,164,802)
Issuance of common stock for services 2,164,000 1,013,886
Issuance of common stock for services to directors and employees 1,195,800
Fair value of vested stock options 437,877 31,000
Amortization of debt discount 401,177
Amortization of operating lease right of use assets 112,876 62,044
(Increase) decrease in -    
Accounts receivable 179,307 (58,327)
Deposits with credit card processor 52,969
Prepaid expenses and other current assets (35,178) 16,767
Increase (decrease) in -    
Accounts payable (240) 770,882
Accrued expenses 183,028 352,055
Accrued payroll and advances - related party (78,000) 102,700
Accrued interest payable 84,547 399,712
Deferred revenue 230,405
Operating lease liability (100,855) (41,797)
Net cash used in operating activities (1,260,191) (793,334)
Cash flows from financing activities:    
Repayment of bridge note payable (303,147) (90,000)
Repayment of convertible notes payable (400,000) (549,734)
Repayment of convertible notes payable assumed on reverse merger (19,980)
Payment of acquisition obligation (40,914) (321,718)
Proceeds from notes payable - government assistance loans 1,375,535 942,200
Proceeds from private placement of common stock 1,102,700
Proceeds from issuance of common stock in offering, net of offering costs 1,958,466 150,000
Net cash provided by financing activities 2,589,940 1,213,468
Net increase in cash: 1,329,749 420,134
Balance at beginning of period 600,576 180,442
Balance at end of period 1,930,325 600,576
Supplemental disclosures of cash flow information:    
Interest paid 39,746 117,361
Taxes paid
Non-cash investing and financing activities:    
Operating lease right of use asset and related lease liability 257,909
Issuance of common stock as payment for accrued salary 655,450
Issuance of common stock for conversion of notes payable 4,030,225
Issuance of common stock for sale of discontinued operation 333,333
Assets acquired from acquisition of Restaurant.com 509,666
Goodwill and intangible assets acquired from acquisition of Restaurant.com 1,914,030
Fair value of common stock issued for acquisition of Restaurant.com 483,972
Notes payable issued from acquisition of Restaurant.com 1,500,000
Acquisition obligation from acquisition of Restaurant.com $ 439,724
XML 29 R8.htm IDEA: XBRL DOCUMENT v3.22.1
Organization and Basis of Presentation
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Organization and Basis of Presentation

1. Organization and Basis of Presentation

 

On March 1, 2020, RDE, Inc. (“RDE”) (formerly known as uBid Holdings, Inc.), a Delaware corporation, including its wholly-owned Delaware operating subsidiary, Restaurant.com, Inc. (collectively, the “Company”), completed an asset purchase agreement with Restaurant.com, Inc., an unrelated Delaware corporation, which was an entity engaged in the business of online marketing for participating restaurants throughout the United States (see Note 3). Accordingly, commencing March 1, 2020, the Company, through Restaurant.com, Inc., has been in the business of connecting digital consumers, businesses and communities with dining and merchant deal options throughout the United States. Unless the context indicates otherwise, “Restaurant.com” refers to the Company’s wholly-owned Delaware operating subsidiary.

 

On September 25, 2020, the Company changed its name from uBid Holdings, Inc. to RDE, Inc. and the Company’s trading symbol was changed from UBID to RSTN to reflect the Company’s new name and new focus on the Restaurant.com business.

 

Discontinued Operations

 

On November 12, 2018, the Company entered into a merger transaction with SkyAuctions Inc. (“SkyAuctions”) pursuant to which all of the shareholders of SkyAuctions exchanged their shares of common stock of SkyAuctions for 1,102,422 shares of the Company’s common stock and a three-year secured promissory note for $2,500,000 with interest at 3% per annum.

 

On July 1, 2020, the Company entered into a Consent and Agreement to Stock Sale Agreement and Mutual Release Agreement to relinquish control of SkyAuctions, the result of which was the Company effectively disposed of SkyAuctions as of such date and the secured promissory note payable of $2,500,000 and accrued interest payable of $179,483 were extinguished (see Note 3).

 

Comparative financial information presented for the year ended December 31, 2020 has been reclassified to present SkyAuctions as a discontinued operation.

 

Going Concern

 

During the year ended December 31, 2021, the Company incurred a net loss of $4,991,223, utilized cash in operations of $1,260,191, and had a stockholders’ deficiency of $3,019,739 as of December 31, 2021. At December 31, 2021, the Company had cash of $1,930,325 and working capital of $224,160 available to fund its operations, including expansion plans, and to service its debt.

 

The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced operating losses and negative operating cash flows during 2020 and 2021. The Company has financed its working capital requirements through borrowings from various sources and the sale of its equity securities.

 

The Company’s operations have been significantly and negatively impacted by the COVID-19 pandemic. Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. The Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic and during the subsequent economic recovery, which could be for an extended period of time.

 

As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund its business activities and to ultimately achieve sustainable operating revenues and profitability.

 

As market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations. There is also significant uncertainty as to the effect that the coronavirus may have on the Company’s business plans and the amount and type of financing available to the Company in the future.

 

If the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required to scale back its business activities or to discontinue its operations entirely.

 

Reverse Stock Split

 

On April 20, 2020, the Company effected a 1-for-150 reverse split of its outstanding shares of common stock. No fractional shares were issued in connection with the reverse stock split, with any fractional shares being rounded up to the nearest whole share.

 

All share and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split for all periods presented.

 

Reclassifications

 

Certain prior year amounts, consisting primarily of accrued interest payable relating to notes payable, have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations, total stockholders’ deficiency or cash flows from operations.
XML 30 R9.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of the Company’s wholly-owned operating subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, impairment of goodwill and finite-lived intangible assets, and the realization of deferred tax assets.

 

Stock-Based Compensation

 

The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period.

 

The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.

 

Fair Value of Financial Instruments

 

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties.

 

The three levels of the fair value hierarchy are as follows:

 

Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
   
Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
   
Level 3 Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments.

 

Acquisitions and Business Combinations

 

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations.

 

Goodwill

 

The Company reviews the recoverability of the carrying value of goodwill at least annually at fiscal year-end, or whenever events or circumstances indicate a potential impairment. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. Goodwill was recorded as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of goodwill and determined that it had been impaired, which resulted in a charge to operations of $334,000 at such date.

 

Intangible Assets with Finite Useful Lives

 

The Company had certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consisted of intellectual property, customer relationships, and capitalized software development costs. Intangible assets with finite useful lives were being amortized using an accelerated method over their respective estimated useful lives.

 

The Company review’s all finite-lived intangible assets for impairment at least annually at fiscal year-end, or whenever events or circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. The intangible assets were recorded as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of finite-lived intangible assets and determined that they had been impaired, which resulted in a charge to operations of $236,030 at such date.

 

Revenue Recognition

 

Revenue is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process:

 

  (1) identification of the agreement with a customer;
  (2) identification of the performance obligations in the agreement;
  (3) determination of the transaction price;
  (4) allocation of the transaction price to the performance obligations in the agreement; and,
  (5) recognition of revenue when or as a performance obligation is satisfied.

 

The Company operates online websites that sell discounted restaurant coupons, travel and vacation packages, and other merchandise across a wide range of product categories, including, but not limited to, computer products, consumer electronics, apparel, housewares, watches, jewelry, travel, sporting goods, automobiles, home improvement products, and collectibles. In addition, the Company also generates revenues based upon the number of times a third-party website(s) or products(s) are accessed or viewed by consumers from the Company’s website or platform.

 

Sale of Restaurant Coupons

 

The Company derives its revenue from transactions in which it sells discount certificates for restaurants on behalf of third-party restaurants. Approximately 9 to 13 days each month the Company emails its customers offers for restaurant discounts based on location and personal preferences. Consumers also access deals offered by the Company directly through the Company’s websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. The Company recognizes revenue on a gross basis upon sale and collection of the restaurant coupons from customers. The Company has no further commitment or obligation to third-party restaurants or the coupon purchasers upon the sale of restaurant coupons and no amounts are due to the third-party restaurants for these sales. Sale of restaurant coupons are generally non-refundable. On an infrequent case-by-case basis, the Company will accept customer’s request to transfer a restaurant coupon from one third-party restaurant to another (for example, upon the closure of a restaurant).

 

Sale of Travel, Vacation and Merchandise

 

The Company also derives revenue from transactions in which it sells complementary entertainment and travel offerings and consumer products on behalf of third-party merchants. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from the Company and redeem them with the Company’s merchant partners. Approximately 9 to 13 days each month the Company emails its customers offers for discounted experiences and products based on location and personal preferences. Consumers also access the Company’s deals directly through the Company’s websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of the Company’s websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by the Company to its partners.

 

Advertising Revenues

 

The Company also has agreements with selected third-party partners, such as Google Ads, wherein third-party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website. The Company generates revenues based upon the number of times the third-party website(s) or product(s) are accessed or viewed by consumers from the Company’s platform or website. Revenue is recognized when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners.

 

For the years ended December 31, 2021 and 2020, disaggregated revenue by the Company’s divisions and type of revenue is presented below.

 

Sales Channels   Restaurant Coupons    

Sale of

Travel,

Vacation

and Merchandise

     Advertising     Total  
                         
Year Ended December 31, 2021                                
Business to consumer (B2C)   $ 867,465     $ 375,261     $ 182,503     $ 1,425,229  
Business to business (B2B)     1,861,795       -       -       1,861,795  
Other     36,485       -       -       36,485  
Total   $ 2,765,745     $ 375,261     $ 182,503     $ 3,323,509  
                                 
Year Ended December 31, 2020                                
Business to consumer (B2C)   $ 963,171     $ 364,549     $ 141,441     $ 1,469,161  
Business to business (B2B)     1,174,321       -       -       1,174,321  
Other     1,074       -       -       1,074  
Total   $ 2,138,566     $ 364,549     $ 141,441     $ 2,644,556  

 

Costs of Revenues

 

Costs of revenues represents the costs incurred to generate Restaurant.com revenues and consists primarily of transaction fees and costs.

 

Advertising Costs

 

The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the years ended December 31, 2021 and 2020, advertising costs were $601,941 and $565,190, respectively.

 

Accounts Receivable

 

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts to reflect the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable as a result of the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates with respect to their collectability are recorded. The remaining accounts receivable balances are then grouped into categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. There was no allowance for doubtful accounts recognized as of December 31, 2021 and 2020.

 

Earnings (Loss) Per Share

 

Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

 

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive.

 

At December 31, 2021 and 2020, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

 

    December 31,  
    2021     2020  
             
Convertible notes payable     19,286       19,286  
Common stock issuable     383,343       383,343  
Common stock warrants     20,667       54,000  
Common stock options     187,116       37,116  
Total     610,412       493,745  

 

The issuable and potentially issuable shares as summarized above do not include any shares that may be issuable upon the conversion of an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023 (see Note 9), as such promissory note is convertible at the option of the Company into common shares at a price to be determined on the date of conversion. These potentially issuable common shares would have been anti-dilutive because the Company had a net loss for the years ended December 31, 2021 and 2020, and thus such shares would have been excluded from the calculation of net loss per share.

 

Income Taxes

 

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

 

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

 

As the Company’s net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2021 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

 

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2021, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

 

The Company is currently delinquent with respect to certain of its U.S. federal and state income tax filings.

 

Cash

 

The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”). The Company may periodically have cash balances in financial institutions in excess of FDIC insurance limits of $250,000. The Company has not experienced any losses to date resulting from this practice.

 

Operating Segments

 

Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments.

 

In reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments. The Company then evaluated each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.

 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, which may result in the earlier recognition of allowance for losses. ASU 2016-13 is effective beginning January 1, 2023 and early adoption is permitted. The adoption of ASU 2016-13 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of ASU 2019-12 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination as if it had originated the contracts. This is a shift from existing guidance, which required the acquirer to recognize contract assets and contract liabilities at their fair value as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the guidance provided by ASU 2021-08 prospectively to business combinations occurring on or after January 1, 2023. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts the guidance in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The adoption of ASU 2021-08 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosure.

 

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
XML 31 R10.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Dispositions
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Acquisitions and Dispositions

3. Acquisitions and Dispositions

 

Restaurant.com, Inc. Transaction

 

On March 1, 2020, the Company completed an asset purchase agreement with Restaurant.com, Inc., an unrelated Delaware corporation, which was an entity engaged in the business of online marketing for participating restaurants throughout the United States. The Company acquired certain tangible and intangible assets of Restaurant.com, Inc. and agreed to pay $439,724 in cash within 90 days of the date of the asset purchase agreement. The Company also issued an unsecured three-year promissory note for $1,500,000 bearing interest at 6% per annum, convertible at the option of the Company into common shares at a price to be determined on the date of conversion, and issued 363,889 shares of the Company’s common stock valued at $1.33 per share, reflecting an aggregate fair value of $483,972. The total purchase consideration was $2,423,696. The transaction has been accounted for as the purchase of a business.

 

The Company accounted for the transaction as a business combination using the purchase method of accounting, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determined the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. The key factors that contributed to the recognition of goodwill from Restaurant.com, Inc. transaction consisted of the opportunity to consolidate and complement existing content operations, trained workforce, proprietary software and operating platform, and the opportunity to generate future synergies with the Company’s existing business. Goodwill is not being amortized but will be tested annually for impairment at fiscal year-end.

 

The allocation of the purchase price was completed on December 31, 2020 through the assistance of a valuation specialist. The following table summarizes the assets acquired, liabilities assumed and purchase price allocation:

 

    Fair Value  
       
Consideration paid:        
Cash obligation   $ 439,724  
Note payable     1,500,000  
Common stock (363,889 shares of common stock valued at $1.33 per share)     483,972  
Total consideration paid   $ 2,423,696  
         
Purchase price allocation        
Acquired assets   $ 509,666  
Goodwill     334,000  
Intangible assets     1,580,030  
Total purchase price   $ 2,423,696  

 

The Company estimated that the recorded intangible assets, excluding brand name (which is considered an indefinite life asset), totaled $1,440,000, and have a two-year estimated life and are subject to amortization.

 

The following table summarizes the intangible assets acquired, as of December 31, 2020, all of which were fully amortized and/or written-off as impaired as of December 31, 2021.

 

    Assigned Life     December 31,
2020		  
             
Customer relationships     24 months     $ 590,000  
Restaurant relationships     24 months       470,000  
Developed technology     24 months       380,000  
Brand name     Indefinite       140,030  
              1,580,030  
Accumulated amortization             (720,000 )
Intangible assets, net           $ 860,030  

 

During the years ended December 31, 2021 and 2020, the Company recorded amortization expense of $624,000 and $720,000, respectively. There is no amortization to be recorded in future periods.

 

As of December 31, 2021, management determined there was an of impairment of its intangible assets and charged its operations $570,030 for the write off of intangible assets.

 

The following unaudited information for the year ended December 31, 2020 reflects the Company’s pro forma consolidated results of operations after giving effect to the Restaurant.com, Inc. transaction on March 1, 2020, as if it had occurred on January 1, 2020, based on the historical financial statements of the Company and Restaurant.com, Inc.:

 

Revenues   $ 4,081,000  
Net loss   $ (3,328,000 )
Net loss per share - basic and diluted   $ (0.53 )
Weighted average common shares outstanding – basic and diluted     6,243,695  

 

Acquisition and Disposition of SkyAuctions Inc.

 

On November 12, 2018, the Company entered into a merger transaction with SkyAuctions Inc. (“SkyAuctions”) pursuant to which all of the shareholders of SkyAuctions exchanged their shares of common stock of SkyAuctions for 1,102,422 shares of the Company’s common stock and a three-year secured promissory note for $2,500,000 with interest at 3% per annum.

 

Based upon the operations of SkyAuctions, as well as a number of factors, including the condition of the industry in which it operates, management concluded that it was not possible to determine reasonable and objectively supportable projections and estimates to complete and finalize the purchase price allocation associated with the SkyAuctions acquisition. Additionally, management concluded that as of December 31, 2019, it was no longer possible to determine a reasonable and objectively supportable fair value for the goodwill and identifiable intangible assets associated with the SkyAuctions acquisition.

 

On July 1, 2020, the Company relinquished control of SkyAuctions to Michael Hering and entered into a Consent and Agreement to Stock Sale Agreement and Mutual Release Agreement, a Sales Marketing Agreement and a Consulting Agreement with each of Michael Hering and Salvatore Esposito, the founders of SkyAuctions Inc. Under the terms of the Stock Sale Agreement, (i) the Company sold the 1,000 issued and outstanding shares of common stock of SkyAuctions, which the Company owned, to Sky Auction Acquisition, LLC., a company controlled by Michael Hering, (ii) converted the past due principal amount of the promissory note issued to SkyAuctions in connection with its acquisition on November 12, 2018 of $2,500,000, net of the unamortized debt discount of $232,540, into 333,333 shares of the Company’s common stock with a fair value of $333,333 (including 273,343 common shares issuable at December 31, 2021 and 2020) at a price of $1.00 per share; and (iii) the accrued and unpaid interest totaling $179,483 under the $2,500,000 promissory note was forgiven. The aforementioned transactions resulted in the settlement of the outstanding debt aggregating $2,446,943. In addition, under the terms of the Stock Sale Agreement, the Merger Agreement and Guaranty and Security Agreement were cancelled, Michael Hering relinquished his observation rights to attend meetings of the Company’s Board of Directors and Mr. Hering and Mr. Esposito resigned as officers of the Company.

 

During the year ended December 31, 2020, SkyAuctions had a nominal operating loss. On July 1, 2020, as a result of the disposition of the SkyAuctions, the Company recorded a gain of $2,895,283 to account for the gain on extinguishment of the promissory note payable and accrued interest of $2,446,943, extinguishment of the liabilities of $1,046,845, reduced by disposal of assets of $265,172, and the issuance of 333,333 shares of common stock with a fair value of $333,333.
XML 32 R11.htm IDEA: XBRL DOCUMENT v3.22.1
Deposit to Credit Card Processor
 12 Months Ended
Dec. 31, 2021
Statistical Disclosure for Banks [Abstract]  
Deposit to Credit Card Processor

4. Deposit with Credit Card Processor

 

The Company utilizes a third-party processor to serve as an end-to-end processor of credit and debit card and automated clearing house (“ACH”) payment transactions that focuses on processing omni-channel (internet, mobile, and point-of-sale) transactions and recurring billings for traditional retailers, government and utility, and service providers. The Company was required to place a security deposit in order to secure the third-party services. The security deposit does not bear interest and is refundable upon termination of the agreement. The outstanding security deposit was $87,237 as of December 31, 2021 and 2020.
XML 33 R12.htm IDEA: XBRL DOCUMENT v3.22.1
Right-Of-Use Assets and Operating Lease Liabilities
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Right-Of-Use Assets and Operating Lease Liabilities

5. Right-of-Use Assets and Operating Lease Liabilities

 

The Company leases certain corporate office spaces under an operating lease agreement. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in the Company’s consolidated balance sheets.

 

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

 

In September 2020, Restaurant.com signed a lease for its office located in Arlington Heights, Illinois. The lease has a term of 36 months and an average base rent of approximately $7,600 per month. The Company recorded a right-of-use asset and lease liability of $257,909 based upon the present value of all lease payments and a corresponding lease liability of $257,909.

 

Right-of-use asset activity consisted of the following during the years ended December 31, 2021 and 2020:

 

    Years Ended December 31,  
    2021     2020  
             
Balance, beginning of period   $ 332,615     $ 136,750  
Additions     -       257,909  
Amortization     (112,876 )     (62,044 )
Balance, end of period   $ 219,739     $ 332,615  

 

Liabilities under operating lease obligations activity consisted of the following during the years ended December 31, 2021 and 2020:

 

    Years Ended December 31,  
    2021     2020  
             
Balance, beginning of period   $ 322,951     $ 106,839  
Additions     -       257,909  
Lease payments     (100,855 )     (41,797 )
Balance, end of period     222,096       322,951  
Less current portion     (110,499 )     (100,856 )
Non-current portion   $ 111,597     $ 222,095  

 

Maturities of the Company’s operating lease liabilities are as follows as of December 31, 2021:

 

Year Ending December 31:      
2022   $ 110,499  
2023     89,000  
2024     24,000  
2025     -  
Total lease payments     223,499  
Less: Imputed interest     (1,403 )
Total operating lease liability   $ 222,096  
XML 34 R13.htm IDEA: XBRL DOCUMENT v3.22.1
Convertible Debt Assumed in 2018 Acquisition
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Convertible Debt Assumed in 2018 Acquisition

6. Convertible Debt Assumed in 2018 Acquisition

 

On November 5, 2018, the Company completed a merger agreement dated October 23, 2018 with Incumaker, Inc., whereby all of the shareholders of the Company exchanged their shares of common stock in exchange for shares of Incumaker, Inc. common stock. The merger was treated as a reverse merger and recapitalization of the Company for financial accounting purposes. In conjunction with the merger agreement with Incumaker, Inc., the Company assumed certain outstanding convertible notes payable. The notes payable had interest rates ranging from 8% to 22% per annum and were convertible by the holder at the lesser of $0.07 per share or 70% of the lowest trading price of the Company’s common stock in the 5 days immediately prior to conversion. These conversion terms generated a derivative liability that was extinguished as described in Note 11. As of December 31, 2019, the outstanding principal balance of these convertible notes payable totaled $224,820 and related accrued interest payable was $54,547.

 

On May 29, 2020, notes payable with a principal balance of $184,820 and accrued interest payable of $79,376, or a total of $264,196, were converted into 1,528,107 shares of the Company’s common stock. As the common shares issued had a fair market value of $1,827,066, which was in excess of the principal balance and accrued interest payable converted, the Company recorded the difference of $1,562,870 as a loss on extinguishment of debt in the consolidated statements of operations.

 

At December 31, 2021 and 2020, the remaining convertible debt assumed in the transaction had a principal balance outstanding of $20,000, and accrued interest payable of $11,537 and $11,137, respectively. During the years ended December 31, 2021 and 2020, related interest expense was $400 and $3,000, respectively. As of December 31, 2021, convertible debt assumed in the transaction, including accrued interest payable, was convertible into 19,286 shares of the Company’s common stock.
XML 35 R14.htm IDEA: XBRL DOCUMENT v3.22.1
Convertible Notes Payable
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Convertible Notes Payable

7. Convertible Notes Payable

 

During the year ended December 31, 2019, the Company issued unsecured convertible notes payable as part of its financing activities. The notes payable had interest rates ranging from 8% to 10% per annum, maturity dates of one year after issuance, and were convertible into shares of common stock at a conversion price of $1.00 per share. As of December 31, 2019, the outstanding balances of these notes payable totaled $2,135,203 and related accrued interest payable was $314,136.

 

During the year ended December 31, 2020, convertible notes payable totaling $549,734 were paid in cash. In addition, certain noteholders converted outstanding notes payable aggregating $1,915,103, consisting of principal balances of $1,307,000 and related accrued interest payable of $608,103, into a total of 1,915,537 shares of common stock with a fair value of $2,223,962. The Company followed the general extinguishment model to record the conversion and settlement of the debt, which resulted in a loss on extinguishment of debt of $308,859 in order to account the difference between the total debt converted and fair value of the common shares issued. The Company also recorded $121,531 in penalty interest on certain outstanding convertible notes payable, which was added to the principal balance. At December 31, 2020, the convertible notes payable had a principal balance outstanding of $400,000.

 

During the year ended December 31, 2021, the Company paid the remaining principal balance of convertible notes payable of $400,000. As a result, as of December 31, 2021, there was no outstanding balance owing on the convertible notes payable.
XML 36 R15.htm IDEA: XBRL DOCUMENT v3.22.1
Bridge Notes Payable
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Bridge Notes Payable

8. Bridge Notes Payable

 

May 2018 Bridge Note

 

On November 17, 2020, the Company entered into a Settlement Agreement regarding its May 2018 Bridge Note of $250,000 pursuant to which the Company increased the principal balance by $43,147 to account for penalty interest on an outstanding bridge note payable, and also agreed to pay a total of $65,000 on execution of the Settlement Agreement, and $25,000 by December 15, 2020, January 15, 2021, February 15, 2021 and March 15, 2021, and then any remaining balance by March 31, 2021. During November and December 2020, the Company made principal payments aggregating $90,000, resulting in a balance payable of $203,147 at December 31, 2020. During the year ended December 31, 2021, the Company made the remaining principal payments of $203,147.

 

January 2019 Bridge Note

 

On January 18, 2019, the Company borrowed $100,000 pursuant to an unsecured promissory note, with interest at 6% per annum. The note matured and became due and payable on January 18, 2020. On April 29, 2021, the Company issued 3,000 shares of its common stock valued at $7,500 to the noteholder as an extension fee.

 

At December 31, 2020, the accrued interest payable was $25,624. During the years ended December 31, 2021 and 2020, interest expense was $11,835 and $10,740, respectively.

 

During the year ended December 31, 2021, the Company repaid the principal balance of $100,000 and all accrued interest payable.
XML 37 R16.htm IDEA: XBRL DOCUMENT v3.22.1
Note Payable Issued in Restaurant.com, Inc. Transaction
 12 Months Ended
Dec. 31, 2021
Notes to Financial Statements  
Note Payable Issued in Restaurant.com, Inc. Transaction

9. Note Payable Issued in Restaurant.com, Inc. Transaction

 

Pursuant to the terms of the agreement with Restaurant.com, Inc. entered into on March 1, 2020, the Company executed an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023. The promissory note bears interest at a rate of 6% per annum and is convertible at the option of the Company into common shares at a price to be determined on the date of conversion.

 

At December 31, 2021 and 2020, the note payable had a principal balance outstanding of $1,500,000 and accrued interest payable of $162,300 and $73,973, respectively. During the years ended December 31, 2021 and 2020, interest expense was $88,327 and $73,973, respectively.
XML 38 R17.htm IDEA: XBRL DOCUMENT v3.22.1
Government Assistance Notes Payable
 12 Months Ended
Dec. 31, 2021
Notes to Financial Statements  
Government Assistance Notes Payable

10. Government Assistance Notes Payable

 

Government assistance notes payable consisted of the following at December 31, 2021 and 2020:

 

   

December 31,

2021

   

December 31,

2020

  
             
Paycheck Protection Loan (1st draw)   $ -     $ 642,200  
Paycheck Protection Loan (2nd draw)     1,025,535       -  
Economic Injury/Disaster Loan (uBid)     150,000       150,000  
Economic Injury/Disaster Loan (Restaurant.com)     500,000       150,000  
Total principal balance     1,675,535       942,200  
Accrued interest     25,321       9,942  
Total principal and accrued interest     1,700,856       952,142  
Less current portion     (11,115 )     -  
Non-current portion   $ 1,689,741     $ 952,142  

 

Paycheck Protection Note Payable (1st Draw)

 

On April 16, 2020, the Company received loan proceeds in the amount of $642,200 pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020. The note payable was scheduled to mature in April 2022, bore interest at the rate of 1% per annum, and is subject to the terms and conditions applicable to loans administered by the Small Business Administration (“SBA”) under the CARES Act. The loan and accrued interest payable are forgivable provided the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

 

On April 11, 2021, the Company’s application for the forgiveness of the Paycheck Protection Loan (1st draw) of $648,265, including accrued interest payable of $6,065, was approved by the SBA. As of April 11, 2021, the Company recorded a gain from the debt forgiveness of $648,265.

 

Paycheck Protection Note Payable (2nd Draw)

 

On March 22, 2021, the Company received loan proceeds of $1,025,535 pursuant to the Paycheck Protection Program (2nd draw). The note payable was scheduled to mature in March 2026, bears interest at the rate of 1% per annum, and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The loan and accrued interest payable are forgivable provided the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

 

Economic Injury /Disaster Note Payable (Restaurant.com)

 

On June 17, 2020, Restaurant.com received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury/Disaster Loan Program. On July 14, 2021, the Company received an additional $350,000 of proceeds pursuant to the loan.

 

The loan bears interest at 3.75% per annum, with a combined repayment of principal and interest of $2,521 per month beginning 12 months from the date of the promissory note over a period of 30 years.

 

The Company also received an advance of $10,000 from the SBA. Although the SBA refers to this amount as an advance, it was written into law as a grant and as such the amount received through this program as an advance does not need to be repaid. Accordingly, the Company credited other income for the $10,000 advance during the year ended December 31, 2020.

 

Economic Injury /Disaster Note Payable (uBid)

 

On July 21, 2020, RDE (formerly known as uBid Holdings, Inc.) received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury/Disaster Loan Program.

 

The loan bears interest at 3.75% per annum, with a combined repayment of principal and interest of $731 per month beginning 12 months from the date of the promissory note over a period of 30 years.

 

At December 31, 2021 and 2020, the government assistance notes payable had accrued interest payable of $25,321 and $9,942, respectively. During the years ended December 31, 2021 and 2020, interest expense was $27,370 and $9,942, respectively.
XML 39 R18.htm IDEA: XBRL DOCUMENT v3.22.1
Derivative Liability
 12 Months Ended
Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Liability

11. Derivative Liability

 

During the year ended December 31, 2020, the Company recorded a gain of $1,164,802 upon the extinguishment of a derivative liability as a result of the conversion of certain convertible notes (see Note 6) and cancellation of warrants, leaving no remaining derivative liability at December 31, 2021 or 2020.
XML 40 R19.htm IDEA: XBRL DOCUMENT v3.22.1
Accrued Officers Compensation
 12 Months Ended
Dec. 31, 2021
Retirement Benefits [Abstract]  
Accrued Officers Compensation

12. Accrued Officers Compensation

 

The Company executed an employment agreement in July 2013 with Ketan Thakker, its Chief Executive Office. This agreement provides Mr. Thakker with a salary of $200,000 per year. Total accrued compensation owed to Mr. Thakker was $0 and $78,000 at December 31, 2021 and 2020, respectively. During the year ended December 31, 2020, the Company issued 936,500 common shares with a fair value of $655,450 to Mr. Thakker as payment for accrued compensation of $655,450.
XML 41 R20.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders' Deficiency
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders' Deficiency

13. Stockholders’ Deficiency

 

Preferred Stock

 

The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2021 and 2020, there were no shares of preferred stock issued and outstanding.

 

Common Stock

 

The Company is authorized to issue a total of 750,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2021 and 2020, the Company had 12,879,428 shares and 11,217,234 shares, respectively, of common stock issued, issuable and outstanding.

 

Common Stock Transactions

 

Issuance of Common Stock in Public Offering

 

During the year ended December 31, 2021, the Company received proceeds of $1,958,466, net of offering costs of $21,686, from the sale of 805,346 shares of common stock at an average price of $2.46 per share.

 

During the year ended December 31, 2020, the Company received proceeds of $150,000 from the sale of 50,000 shares of common stock at an average price of $3.00 per share.

 

Issuance of Common Stock in Private Placement

 

During the year ended December 31, 2020, the Company received proceeds of $1,102,700 from the sale of 1,102,700 shares of common stock at an average price of $1.00 per share.

 

Issuance of Common Stock for Note Payable Extension

 

On April 29, 2021, the Company issued 3,000 shares of common stock valued at $7,500 to a noteholder as an extension fee.

 

Issuance of Common Stock for Services

 

During the year ended December 31, 2021, the Company issued 845,758 shares of common stock with an aggregate fair value of $2,164,000 to consultants for services rendered.

 

During the year December 31, 2020, the Company issued 1,087,297 shares of its common stock with an aggregate fair value of $1,013,886 to consultants for services rendered.

 

Issuance of Common Stock in Restaurant.com, Inc. Transaction

 

On March 1, 2020, the Company issued 363,889 shares of common stock valued at $483,972 valued at $1.33 per share as partial consideration paid in the Restaurant.com, Inc. transaction.

 

Issuance of Common Stock for Settlement of Convertible Debt Assumed in Incumaker, Inc. Transaction

 

During the year ended December 31, 2020, the Company issued 1,528,107 shares of its common stock upon conversion of convertible notes payable assumed in the Incumaker, Inc. transaction, and accrued interest payable, of $1,827,066.

 

Issuance of Common Stock for Settlement of Convertible Notes

 

During the year ended December 31, 2020, the Company issued 1,805,539 shares of common stock upon conversion of convertible notes payable, and accrued interest payable, of $2,203,159.

 

Issuance of Common Stock for Legal Settlement

 

During the year ended December 31, 2021, the Company issued 8,000 shares of common stock with an aggregate fair value of $9,000 in a legal settlement.

 

Issuance of Common Stock to Directors and Employees

 

During the year ended December 31, 2020, the Company issued 1,340,000 shares of common stock with an aggregate fair value of. $1,195,800 to members of the Company’s Board of Directors and employees for services rendered.

 

During the year ended December 31, 2020, the Company issued 936,500 common shares with an aggregate fair value of $936,500 as payment for accrued payroll.

 

Common Stock Warrants

 

A summary of common stock warrant activity for the years ended December 31, 2021 and 2020 is presented below.

 

   

Number of

Shares

    

Weighted

Average

Exercise Price

  
             
Warrants outstanding at December 31, 2019     201,000     $ 7.50  
Issued     -       -  
Exercised     -       -  
Expired     (147,000 )     8.64  
Warrants outstanding at December 31, 2020     54,000       8.07  
Issued     -       -  
Exercised     -       -  
Expired     (33,333 )     7.50  
Warrants outstanding at December 31, 2021     20,667     $ 9.00  

 

The weighted average remaining contractual life of common stock warrants outstanding and exercisable at December 31, 2021 was 0.71 years.

 

At December 31, 2021, all outstanding warrants are exercisable at $9.00 per common share.

 

Based on a fair market value of $0.60 per share on December 31, 2021, there was no intrinsic value attributed to exercisable but unexercised common stock warrants at December 31, 2021.
XML 42 R21.htm IDEA: XBRL DOCUMENT v3.22.1
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation

14. Stock-Based Compensation

 

The Company issues common stock and stock options as incentive compensation to directors and as compensation for the services of employees, contractors and consultants of the Company.

 

The fair value of a stock option award is calculated on the grant date using the Black-Scholes option-pricing model. The risk-free interest rate is based on the U.S. Treasury yield curve in effect as of the grant date. The expected dividend yield assumption is based on the Company’s expectation of dividend payouts and is assumed to be zero. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The fair market value of the common stock is determined by reference to the quoted market price of the common stock on the grant date.

 

For stock options requiring an assessment of value during the year ended December 31, 2021, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate     0.89 %
Expected dividend yield     0 %
Expected volatility     309.92 % to 366.13 %
Expected life     3 to 5 years  

 

For stock options requiring an assessment of value during the year ended December 31, 2020, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate     0.12 %
Expected dividend yield     0 %
Expected volatility     2933 %
Expected life     1.5 years  

 

On January 27, 2021, the Company, the Company entered into an Advisory Agreement for consultation and advice with respect to procuring restaurants/chefs for the Restaurant.com business platform and other services and product deals. In connection with the agreement, the Company granted fully-vested stock options to purchase 100,000 shares of the Company’s common stock, exercisable for a period of three years from the date of grant at $3.50 per share. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $287,883 ($2.88 per share), which was charged to operations on that date.

 

On March 15, 2021, the Company entered into an Advisory Agreement for service on the Company’s Advisor Board for a term of approximately two years. In connection with the agreement, the Company granted stock options to purchase 50,000 shares of the Company’s common stock, vesting 25,000 shares on the grant date and 25,000 shares on June 15, 2021, exercisable for a period of five years from the date of grant at $2.50 per share. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $149,994 ($3.00 per share), of which $74,997 was attributable to the stock options fully-vested on March 21, 2021 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options was charged to operations ratably from March 16, 2021 through June 15, 2021. During the year ended December 31, 2021, the Company recorded a charge to operations of $149,994, with respect to these stock options.

 

A summary of stock option activity for the years ended December 31, 2021 and 2020 is presented below:

 

          Weighted  
    Number     Average  
    of     Exercise  
    Options     Price  
             
Stock options outstanding at December 31, 2019     5,116       363.17  
Granted     32,000       1.05  
Exercised     -       -  
Expired or forfeited     -       -  
Stock options outstanding at December 31, 2020     37,116       50.93  
Granted     150,000       2.83  
Exercised     -       -  
Expired or forfeited     -       -  
Stock options outstanding at December 30, 2021     187,116     $ 12.38  
Stock options exercisable at December 31, 2021     187,116     $ 12.38  

 

The weighted average remaining contractual life of common stock options outstanding and exercisable at December 31, 2021 was 2.66 years.

 

The exercise prices of common stock options outstanding and exercisable at December 31, 2021 are as follows:

 

Exercise

Prices

    

Options

Outstanding

(Shares)

    

Options

Exercisable

(Shares)

  
               
$ 1.05       32,000       32,000  
$ 2.50       50,000       50,000  
$ 3.00       100,000       100,000  
$ 363.17       5,116       5,116  
          187,116       187,116  

 

Based on a fair market value of $0.60 per share on December 31, 2021, there was no intrinsic value attributed to exercisable but unexercised common stock warrants at December 31, 2021.

 

The Company expects to satisfy such stock obligations through the issuance of authorized but unissued shares of common stock.
XML 43 R22.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

15. Commitments and Contingencies

 

Legal Proceedings

 

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceeding that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition, other than the following.

 

On April 17, 2019, a lawsuit was filed by Dupree Productions, LLC against uBid Holdings, Inc. and Ketan Thakker (Case No. L2019000436) in the Circuit Court of DuPage County, Illinois, alleging that a Partial Equity Payment Agreement dated August 1, 2016, which was intended to compensate services in the amount of $60,000 in return for shares of uBid common stock, was inadequate to compensate for the alleged higher value of advertising and endorsement services of approximately $195,000. The case was dismissed on the basis that there was a binding arbitration clause in the Partial Equity Payment Agreement and is now in arbitration in Chicago, Illinois. On February 3, 2021, the arbitrator awarded DuPree Productions $195,000, including $24,000 in attorneys’ fees, which is included in accrued expenses in the consolidated balance sheets as of December 31, 2021 and 2020. The Company has filed an appeal of the arbitrator’s award. On January 28, 2022, a final settlement of $150,000 was reached, which is scheduled to be paid on April 28, 2022.
XML 44 R23.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes

16. Income Taxes

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 are summarized below.

 

    December 31,  
    2021     2020  
Net operating loss carryforwards   $ 10,483,000     $ 8,960,000  
Valuation allowance     (10,483,000 )     (8,960,000 )
Net deferred tax assets   $ —     $ —  

 

In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2021 and 2020, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates.

 

No federal tax provision has been provided for the years ended December 31, 2021 and 2020 due to the losses incurred during such periods. The reconciliation below presents the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2021 and 2020.

 

   

Years Ended

December 31,

  
    2021     2020  
             
U. S. federal statutory tax rate     (21.0 )%     (21.0 )%
State income taxes, net of federal tax benefit     (6.0 )%     (6.0 )%
Tax-exempt Paycheck Protection Loan forgiveness     (2.7 )%     —  
Change in valuation allowance     29.7 %     27.0 %
Effective tax rate     0.0 %     0.0 %

 

At December 31, 2021, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately $38,000,000. federal net operating losses, if not utilized earlier, will begin to expire in the year ending December 31, 2030, subject to Internal Revenue Service limitations, including change in ownership regulations.
XML 45 R24.htm IDEA: XBRL DOCUMENT v3.22.1
Subsequent Events
 12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events

17. Subsequent Events

 

The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements and determined that there were no material subsequent events which affected, or could affect, the amounts or disclosures in the consolidated financial statements other than the following:

 

On January 31, 2022, the Company, through its newly formed Delaware subsidiary, GameIQ Acquisition Corp., Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameIQ, a California corporation, that is a developer of consumer gamification technologies for retail businesses. Under the terms of the Merger Agreement, the Company agreed to issue 600,000 restricted shares of its common stock with a fair value of $300,000 and issued promissory notes to Balazs Wellisch, President and co-founder, and Quentin Blackford, Director, of GameIQ, in the principal amounts of $78,813 and $62,101, respectively, bearing interest at 1% per annum, to repay loans by Mr. Wellisch and Mr. Blackford to GameIQ. Each note requires repayment in six equal biannual installments, with the first installment due on the six-month anniversary of the Closing Date as that term is defined in the Merger Agreement. Following the merger, GameIQ shall merge with and into the Company. In addition, Balazs Wellisch will become Chief Technology Officer of Restaurant.com, a subsidiary of the Company. The Merger Agreement closed on February 28, 2022. The closing price of the Company’s common stock was $0.50 per share on both January 31, 2022 and February 28, 2022. The Company will account for the acquisition as a business combination in accordance with ASC 805, Business Combinations. The Company has also determined that the acquisition does not qualify as significant acquisition under the guidance of SEC S-X Rules 3-05 and 1-02.

 

On March 22, 2021, the Company received loan proceeds of $1,025,535 pursuant to the Paycheck Protection Program (2nd draw), as described at Note 10. The note payable was scheduled to mature in March 2026, bore interest at the rate of 1% per annum, and was subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The loan and accrued interest payable were forgivable provided the Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintained its payroll levels. Effective February 28, 2022, the Company received formal notice that the note payable, including accrued interest of $9,743, was forgiven. As a result, the gain from the forgiveness of the government assistance note payable aggregating $1,035,278 will be recognized in the statement of operations during the year ending December 31, 2022.

 

On February 28, 2022, the Company approved 321,433 shares of common stock to be issued to employees and the Board of Directors with an average price per share of $0.50 and fair value of the grant to be $161,717. The Company also approved 461,000 stock options to be issued to employees with an average exercise price of $1.25 and fair value of the grant to be $243,000.
XML 46 R25.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

The accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and include the financial statements of the Company’s wholly-owned operating subsidiary. Intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in accruals for potential liabilities, valuing equity instruments issued for services, impairment of goodwill and finite-lived intangible assets, and the realization of deferred tax assets.
Stock-Based Compensation

Stock-Based Compensation

 

The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period.

 

The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties.

 

The three levels of the fair value hierarchy are as follows:

 

Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
   
Level 2 Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
   
Level 3 Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments.
Acquisitions and Business Combinations

Acquisitions and Business Combinations

 

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations.
Goodwill

Goodwill

 

The Company reviews the recoverability of the carrying value of goodwill at least annually at fiscal year-end, or whenever events or circumstances indicate a potential impairment. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. Goodwill was recorded as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of goodwill and determined that it had been impaired, which resulted in a charge to operations of $334,000 at such date.
Intangible Assets with Finite Useful Lives

Intangible Assets with Finite Useful Lives

 

The Company had certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consisted of intellectual property, customer relationships, and capitalized software development costs. Intangible assets with finite useful lives were being amortized using an accelerated method over their respective estimated useful lives.

 

The Company review’s all finite-lived intangible assets for impairment at least annually at fiscal year-end, or whenever events or circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. The intangible assets were recorded as a result of the March 1, 2020 Restaurant.com, Inc. transaction. At December 31, 2021, management conducted an evaluation of the recoverability of the carrying value of finite-lived intangible assets and determined that they had been impaired, which resulted in a charge to operations of $236,030 at such date.
Revenue Recognition

Revenue Recognition

 

Revenue is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process:

 

  (1) identification of the agreement with a customer;
  (2) identification of the performance obligations in the agreement;
  (3) determination of the transaction price;
  (4) allocation of the transaction price to the performance obligations in the agreement; and,
  (5) recognition of revenue when or as a performance obligation is satisfied.

 

The Company operates online websites that sell discounted restaurant coupons, travel and vacation packages, and other merchandise across a wide range of product categories, including, but not limited to, computer products, consumer electronics, apparel, housewares, watches, jewelry, travel, sporting goods, automobiles, home improvement products, and collectibles. In addition, the Company also generates revenues based upon the number of times a third-party website(s) or products(s) are accessed or viewed by consumers from the Company’s website or platform.

 

Sale of Restaurant Coupons

 

The Company derives its revenue from transactions in which it sells discount certificates for restaurants on behalf of third-party restaurants. Approximately 9 to 13 days each month the Company emails its customers offers for restaurant discounts based on location and personal preferences. Consumers also access deals offered by the Company directly through the Company’s websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. The Company recognizes revenue on a gross basis upon sale and collection of the restaurant coupons from customers. The Company has no further commitment or obligation to third-party restaurants or the coupon purchasers upon the sale of restaurant coupons and no amounts are due to the third-party restaurants for these sales. Sale of restaurant coupons are generally non-refundable. On an infrequent case-by-case basis, the Company will accept customer’s request to transfer a restaurant coupon from one third-party restaurant to another (for example, upon the closure of a restaurant).

 

Sale of Travel, Vacation and Merchandise

 

The Company also derives revenue from transactions in which it sells complementary entertainment and travel offerings and consumer products on behalf of third-party merchants. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from the Company and redeem them with the Company’s merchant partners. Approximately 9 to 13 days each month the Company emails its customers offers for discounted experiences and products based on location and personal preferences. Consumers also access the Company’s deals directly through the Company’s websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of the Company’s websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by the Company to its partners.

 

Advertising Revenues

 

The Company also has agreements with selected third-party partners, such as Google Ads, wherein third-party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website. The Company generates revenues based upon the number of times the third-party website(s) or product(s) are accessed or viewed by consumers from the Company’s platform or website. Revenue is recognized when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners.

 

For the years ended December 31, 2021 and 2020, disaggregated revenue by the Company’s divisions and type of revenue is presented below.

 

Sales Channels   Restaurant Coupons    

Sale of

Travel,

Vacation

and Merchandise

     Advertising     Total  
                         
Year Ended December 31, 2021                                
Business to consumer (B2C)   $ 867,465     $ 375,261     $ 182,503     $ 1,425,229  
Business to business (B2B)     1,861,795       -       -       1,861,795  
Other     36,485       -       -       36,485  
Total   $ 2,765,745     $ 375,261     $ 182,503     $ 3,323,509  
                                 
Year Ended December 31, 2020                                
Business to consumer (B2C)   $ 963,171     $ 364,549     $ 141,441     $ 1,469,161  
Business to business (B2B)     1,174,321       -       -       1,174,321  
Other     1,074       -       -       1,074  
Total   $ 2,138,566     $ 364,549     $ 141,441     $ 2,644,556  

 
Costs of Revenues

Costs of Revenues

 

Costs of revenues represents the costs incurred to generate Restaurant.com revenues and consists primarily of transaction fees and costs.
Advertising Costs

Advertising Costs

 

The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the years ended December 31, 2021 and 2020, advertising costs were $601,941 and $565,190, respectively.
Accounts Receivable

Accounts Receivable

 

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts to reflect the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable as a result of the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates with respect to their collectability are recorded. The remaining accounts receivable balances are then grouped into categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. There was no allowance for doubtful accounts recognized as of December 31, 2021 and 2020.
Earnings (Loss) Per Share

Earnings (Loss) Per Share

 

Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

 

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive.

 

At December 31, 2021 and 2020, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

 

    December 31,  
    2021     2020  
             
Convertible notes payable     19,286       19,286  
Common stock issuable     383,343       383,343  
Common stock warrants     20,667       54,000  
Common stock options     187,116       37,116  
Total     610,412       493,745  

 

The issuable and potentially issuable shares as summarized above do not include any shares that may be issuable upon the conversion of an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023 (see Note 9), as such promissory note is convertible at the option of the Company into common shares at a price to be determined on the date of conversion. These potentially issuable common shares would have been anti-dilutive because the Company had a net loss for the years ended December 31, 2021 and 2020, and thus such shares would have been excluded from the calculation of net loss per share.
Income Taxes

Income Taxes

 

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

 

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

 

As the Company’s net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2021 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

 

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2021, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.
Cash

Cash

 

The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation (the “FDIC”). The Company may periodically have cash balances in financial institutions in excess of FDIC insurance limits of $250,000. The Company has not experienced any losses to date resulting from this practice.
Operating Segments

Operating Segments

 

Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments.

 

In reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments. The Company then evaluated each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, which may result in the earlier recognition of allowance for losses. ASU 2016-13 is effective beginning January 1, 2023 and early adoption is permitted. The adoption of ASU 2016-13 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. The Company adopted ASU 2019-12 effective January 1, 2021. The adoption of ASU 2019-12 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

 

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination as if it had originated the contracts. This is a shift from existing guidance, which required the acquirer to recognize contract assets and contract liabilities at their fair value as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the guidance provided by ASU 2021-08 prospectively to business combinations occurring on or after January 1, 2023. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts the guidance in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The adoption of ASU 2021-08 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosure.

 

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
XML 47 R26.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Schedule of Disaggregation of Revenue

For the years ended December 31, 2021 and 2020, disaggregated revenue by the Company’s divisions and type of revenue is presented below.

 

Sales Channels   Restaurant Coupons    

Sale of

Travel,

Vacation

and Merchandise

     Advertising     Total  
                         
Year Ended December 31, 2021                                
Business to consumer (B2C)   $ 867,465     $ 375,261     $ 182,503     $ 1,425,229  
Business to business (B2B)     1,861,795       -       -       1,861,795  
Other     36,485       -       -       36,485  
Total   $ 2,765,745     $ 375,261     $ 182,503     $ 3,323,509  
                                 
Year Ended December 31, 2020                                
Business to consumer (B2C)   $ 963,171     $ 364,549     $ 141,441     $ 1,469,161  
Business to business (B2B)     1,174,321       -       -       1,174,321  
Other     1,074       -       -       1,074  
Total   $ 2,138,566     $ 364,549     $ 141,441     $ 2,644,556  
Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share

At December 31, 2021 and 2020, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

 

    December 31,  
    2021     2020  
             
Convertible notes payable     19,286       19,286  
Common stock issuable     383,343       383,343  
Common stock warrants     20,667       54,000  
Common stock options     187,116       37,116  
Total     610,412       493,745  
XML 48 R27.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Dispositions (Tables)
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Schedule of Fair Value of Assets Assumed and Liabilities Acquired

The allocation of the purchase price was completed on December 31, 2020 through the assistance of a valuation specialist. The following table summarizes the assets acquired, liabilities assumed and purchase price allocation:

 

    Fair Value  
       
Consideration paid:        
Cash obligation   $ 439,724  
Note payable     1,500,000  
Common stock (363,889 shares of common stock valued at $1.33 per share)     483,972  
Total consideration paid   $ 2,423,696  
         
Purchase price allocation        
Acquired assets   $ 509,666  
Goodwill     334,000  
Intangible assets     1,580,030  
Total purchase price   $ 2,423,696  
Schedule of Finite-Lived Intangible Assets

The following table summarizes the intangible assets acquired, as of December 31, 2020, all of which were fully amortized and/or written-off as impaired as of December 31, 2021.

 

    Assigned Life     December 31,
2020		  
             
Customer relationships     24 months     $ 590,000  
Restaurant relationships     24 months       470,000  
Developed technology     24 months       380,000  
Brand name     Indefinite       140,030  
              1,580,030  
Accumulated amortization             (720,000 )
Intangible assets, net           $ 860,030  
Schedule of Pro Forma Statements of Operations
Revenues   $ 4,081,000  
Net loss   $ (3,328,000 )
Net loss per share - basic and diluted   $ (0.53 )
Weighted average common shares outstanding – basic and diluted     6,243,695  
XML 49 R28.htm IDEA: XBRL DOCUMENT v3.22.1
Right-Of-Use Assets and Operating Lease Liabilities (Tables)
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Schedule of Right-of-use Asset Activity

Right-of-use asset activity consisted of the following during the years ended December 31, 2021 and 2020:

 

    Years Ended December 31,  
    2021     2020  
             
Balance, beginning of period   $ 332,615     $ 136,750  
Additions     -       257,909  
Amortization     (112,876 )     (62,044 )
Balance, end of period   $ 219,739     $ 332,615  
Schedule of Liabilities under Operating Leases Obligations

Liabilities under operating lease obligations activity consisted of the following during the years ended December 31, 2021 and 2020:

 

    Years Ended December 31,  
    2021     2020  
             
Balance, beginning of period   $ 322,951     $ 106,839  
Additions     -       257,909  
Lease payments     (100,855 )     (41,797 )
Balance, end of period     222,096       322,951  
Less current portion     (110,499 )     (100,856 )
Non-current portion   $ 111,597     $ 222,095  
Schedule of Maturities of Lease Liabilities

Maturities of the Company’s operating lease liabilities are as follows as of December 31, 2021:

 

Year Ending December 31:      
2022   $ 110,499  
2023     89,000  
2024     24,000  
2025     -  
Total lease payments     223,499  
Less: Imputed interest     (1,403 )
Total operating lease liability   $ 222,096  
XML 50 R29.htm IDEA: XBRL DOCUMENT v3.22.1
Government Assistance Notes Payable (Tables)
 12 Months Ended
Dec. 31, 2021
Notes to Financial Statements  
Schedule of Notes Payable

Government assistance notes payable consisted of the following at December 31, 2021 and 2020:

 

   

December 31,

2021

   

December 31,

2020

  
             
Paycheck Protection Loan (1st draw)   $ -     $ 642,200  
Paycheck Protection Loan (2nd draw)     1,025,535       -  
Economic Injury/Disaster Loan (uBid)     150,000       150,000  
Economic Injury/Disaster Loan (Restaurant.com)     500,000       150,000  
Total principal balance     1,675,535       942,200  
Accrued interest     25,321       9,942  
Total principal and accrued interest     1,700,856       952,142  
Less current portion     (11,115 )     -  
Non-current portion   $ 1,689,741     $ 952,142  
XML 51 R30.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders' Deficiency (Tables)
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Schedule of Common Stock Warrants Activity

A summary of common stock warrant activity for the years ended December 31, 2021 and 2020 is presented below.

 

   

Number of

Shares

    

Weighted

Average

Exercise Price

  
             
Warrants outstanding at December 31, 2019     201,000     $ 7.50  
Issued     -       -  
Exercised     -       -  
Expired     (147,000 )     8.64  
Warrants outstanding at December 31, 2020     54,000       8.07  
Issued     -       -  
Exercised     -       -  
Expired     (33,333 )     7.50  
Warrants outstanding at December 31, 2021     20,667     $ 9.00  
XML 52 R31.htm IDEA: XBRL DOCUMENT v3.22.1
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Schedule of Valuation Assumption of Stock Option

For stock options requiring an assessment of value during the year ended December 31, 2021, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate     0.89 %
Expected dividend yield     0 %
Expected volatility     309.92 % to 366.13 %
Expected life     3 to 5 years  

 

For stock options requiring an assessment of value during the year ended December 31, 2020, the fair value of each stock option award was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate     0.12 %
Expected dividend yield     0 %
Expected volatility     2933 %
Expected life     1.5 years  
Summary of Stock Option Activity

A summary of stock option activity for the years ended December 31, 2021 and 2020 is presented below:

 

          Weighted  
    Number     Average  
    of     Exercise  
    Options     Price  
             
Stock options outstanding at December 31, 2019     5,116       363.17  
Granted     32,000       1.05  
Exercised     -       -  
Expired or forfeited     -       -  
Stock options outstanding at December 31, 2020     37,116       50.93  
Granted     150,000       2.83  
Exercised     -       -  
Expired or forfeited     -       -  
Stock options outstanding at December 30, 2021     187,116     $ 12.38  
Stock options exercisable at December 31, 2021     187,116     $ 12.38  
Schedule of Options Summarized by Exercise Price

The exercise prices of common stock options outstanding and exercisable at December 31, 2021 are as follows:

 

Exercise

Prices

    

Options

Outstanding

(Shares)

    

Options

Exercisable

(Shares)

  
               
$ 1.05       32,000       32,000  
$ 2.50       50,000       50,000  
$ 3.00       100,000       100,000  
$ 363.17       5,116       5,116  
          187,116       187,116  
XML 53 R32.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 are summarized below.

 

    December 31,  
    2021     2020  
Net operating loss carryforwards   $ 10,483,000     $ 8,960,000  
Valuation allowance     (10,483,000 )     (8,960,000 )
Net deferred tax assets   $ —     $ —  
Schedule of Income Tax Effective Tax Rate

The reconciliation below presents the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2021 and 2020.

 

   

Years Ended

December 31,

  
    2021     2020  
             
U. S. federal statutory tax rate     (21.0 )%     (21.0 )%
State income taxes, net of federal tax benefit     (6.0 )%     (6.0 )%
Tax-exempt Paycheck Protection Loan forgiveness     (2.7 )%     —  
Change in valuation allowance     29.7 %     27.0 %
Effective tax rate     0.0 %     0.0 %
XML 54 R33.htm IDEA: XBRL DOCUMENT v3.22.1
Organization and Basis of Presentation (Details Narrative) - USD ($)
 12 Months Ended
Nov. 12, 2018
Dec. 31, 2021
Dec. 31, 2020
Jul. 01, 2020
Dec. 31, 2019
Secured debt   $ 400,000      
Net loss   (4,991,223) $ (3,775,659)    
Net cash used in operations   (1,260,191) (793,334)    
Shareholders' deficit   (3,019,739) (2,605,359)   $ (7,826,066)
Cash on hand   1,930,325 $ 600,576    
Working capital   $ 224,160      
Reverse stock split   1-for-150 reverse split      
SkyAuctions Inc. [Member]          
Shares exchanged for common stock 1,102,422        
Debt term 3 years        
Secured debt $ 2,500,000        
Debt interest rate 3.00%        
SkyAuctions Inc. [Member] | Stock Sale Agreement and Mutual Release Agreement [Member]          
Note payable       $ 2,500,000  
Accrued interest payable       $ 179,483  
XML 55 R34.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
 12 Months Ended
Mar. 02, 2020
Dec. 31, 2021
Dec. 31, 2020
May 29, 2020
Goodwill   $ 334,000  
Finite-lived intangible assets   236,030    
Discount on sale of restaurant   25    
Purchase of restaurant   50    
Derivative liability   1,165,000  
Advertising costs   601,941 565,190  
Debt instrument, face amount   1,675,535 $ 942,200 $ 184,820
Unsecured Debt [Member]        
Debt instrument, face amount $ 1,500,000 $ 1,500,000    
Debt maturity date Mar. 01, 2023 Mar. 01, 2023    
XML 56 R35.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Revenue $ 3,323,509 $ 2,644,556
Business to consumer (B2C) [Member]    
Revenue 1,425,229 1,469,161
Business to Business (B2B) [Member]    
Revenue 1,861,795 1,174,321
Other [Member]    
Revenue 36,485 1,074
Restaurant Coupons [Member]    
Revenue 2,765,745 2,138,566
Restaurant Coupons [Member] | Business to consumer (B2C) [Member]    
Revenue 867,465 963,171
Restaurant Coupons [Member] | Business to Business (B2B) [Member]    
Revenue 1,861,795 1,174,321
Restaurant Coupons [Member] | Other [Member]    
Revenue 36,485 1,074
Sale of Travel, Vacation and Merchandise [Member]    
Revenue 375,261 364,549
Sale of Travel, Vacation and Merchandise [Member] | Business to consumer (B2C) [Member]    
Revenue 375,261 364,549
Sale of Travel, Vacation and Merchandise [Member] | Business to Business (B2B) [Member]    
Revenue
Sale of Travel, Vacation and Merchandise [Member] | Other [Member]    
Revenue
Advertising [Member]    
Revenue 182,503 141,441
Advertising [Member] | Business to consumer (B2C) [Member]    
Revenue 182,503 141,441
Advertising [Member] | Business to Business (B2B) [Member]    
Revenue
Advertising [Member] | Other [Member]    
Revenue
XML 57 R36.htm IDEA: XBRL DOCUMENT v3.22.1
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share (Details) - shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Total 610,412 493,745
Convertible Notes Payable [Member]    
Total 19,286 19,286
Common Stock Issuable [Member]    
Total 383,343 383,343
Common Stock Warrants [Member]    
Total 20,667 54,000
Common Stock Options [Member]    
Total 187,116 37,116
XML 58 R37.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Dispositions (Details Narrative) - USD ($)
 12 Months Ended
Mar. 01, 2021
Jul. 01, 2020
May 29, 2020
Nov. 12, 2018
Dec. 31, 2021
Dec. 31, 2020
Amortization expense of intangible assets         $ 624,000 $ 720,000
Shares issued upon on conversion     1,528,107      
Fair value of stock issued     $ 264,196      
Accrued and unpaid interest     79,376   25,321 9,942
Gain on sale of discontinued operations         2,895,283
Gain on extinguishment of debt     $ 1,562,870   1,858,395
Restaurant.com [Member]            
Cash paid $ 439,724         439,724
Note payable $ 1,500,000         1,500,000
Debt interest rate 6.00%          
Debt term 3 years          
Number of stock issued 363,889       363,889  
Fair value of stock issued $ 483,972         483,972
Total purchase price 2,423,696         2,423,696
Intangible assets acquired $ 1,440,000          
Price per share $ 1.33       $ 1.33  
Intangible asset useful life 2 years          
Amortization expense of intangible assets         $ 624,000 $ 720,000
impairment of intangible assets         $ 570,030  
SkyAuction.com [Member]            
Debt interest rate       3.00%    
Debt term       3 years    
Number of stock issued       1,102,422    
Principal amount       $ 2,500,000    
SkyAuction.com [Member] | Stock Sale Agreement and Mutual Release Agreement [Member]            
Price per share         $ 1.00 $ 1.00
Number of shares sold   1,000        
Unamortized debt discount   $ 232,540        
Shares issued upon on conversion   333,333       333,333
Fair value of stock issued   $ 333,333       $ 333,333
Common shares issuable         273,343 273,343
Accrued and unpaid interest   179,483        
Settlement of outstanding debt   2,446,943        
Gain on sale of discontinued operations           $ 2,895,283
Gain on extinguishment of debt           2,446,943
Gain on extinguishment of liabilities           1,046,845
Loss on disposal of assets           $ 265,172
SkyAuction.com [Member] | Stock Sale Agreement and Mutual Release Agreement [Member] | Promissory Note [Member]            
Debt forgiven   $ 2,500,000        
XML 59 R38.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Dispositions - Schedule of Fair Value of Assets Assumed and Liabilities Acquired (Details) - USD ($)
 12 Months Ended
Mar. 01, 2021
Dec. 31, 2020
Dec. 31, 2021
Goodwill   $ 334,000
Restaurant.com [Member]      
Cash obligation $ 439,724 439,724  
Note payable 1,500,000 1,500,000  
Common stock (363,889 shares of common stock at $1.33 per share) 483,972 483,972  
Total purchase price $ 2,423,696 2,423,696  
Acquired assets   509,666  
Goodwill   334,000  
Intangible assets   1,580,030  
Total purchase price   $ 2,423,696  
XML 60 R39.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Dispositions - Schedule of Fair Value of Assets Assumed and Liabilities Acquired (Details) (Parenthetical) - Restaurant.com [Member] - $ / shares
 12 Months Ended
Mar. 01, 2021
Dec. 31, 2021
Number of stock issued 363,889 363,889
Price per share $ 1.33 $ 1.33
XML 61 R40.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Dispositions - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)
 12 Months Ended
Mar. 01, 2021
Dec. 31, 2021
Total Intangible Assets, net of amortization   $ 236,030
Restaurant.com [Member]    
Assigned life 2 years  
Intangible assets, gross   1,580,000
Accumulated amortization   (720,000)
Total Intangible Assets, net of amortization   $ 860,000
Restaurant.com [Member] | Customer Relationships [Member]    
Assigned life   24 months
Intangible assets, gross   $ 590,000
Restaurant.com [Member] | Restaurant Relationships [Member]    
Assigned life   24 months
Intangible assets, gross   $ 470,000
Restaurant.com [Member] | Developed Technology [Member]    
Assigned life   24 months
Intangible assets, gross   $ 380,000
Restaurant.com [Member] | Brand [Member]    
Assigned life, description   Indefinite
Intangible assets, gross   $ 140,030
XML 62 R41.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions and Dispositions - Schedule of Pro Forma Statements of Operations (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Net loss $ (4,991,223) $ (3,775,659)
Net loss per share - basic and diluted $ (0.41) $ (0.61)
Weighted average common shares outstanding – basic and diluted 12,277,922 6,183,047
Restaurant.com [Member]    
Revenues $ 4,081,000  
Net loss $ (3,328,000)  
Net loss per share - basic and diluted $ (0.53)  
Weighted average common shares outstanding – basic and diluted 6,243,695  
XML 63 R42.htm IDEA: XBRL DOCUMENT v3.22.1
Deposit to Credit Card Processor (Details Narrative) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Statistical Disclosure for Banks [Abstract]    
Outstanding security deposit $ 87,237 $ 87,237
XML 64 R43.htm IDEA: XBRL DOCUMENT v3.22.1
Right-Of-Use Assets and Operating Lease Liabilities (Details Narrative) - USD ($)
 1 Months Ended
Sep. 30, 2020
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]        
Lease term 36 months      
Average base rent $ 7,600      
Right of use asset 257,909 $ 219,739 $ 332,615 $ 136,750
Lease liability $ 257,909 $ 222,096 $ 322,951 $ 106,839
XML 65 R44.htm IDEA: XBRL DOCUMENT v3.22.1
Right-Of-Use Assets and Operating Lease Liabilities - Schedule of Right-of-use Asset Activity (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
Balance, beginning of period $ 332,615 $ 136,750
Additions 257,909
Amortization (112,876) (62,044)
Balance, end of period $ 219,739 $ 332,615
XML 66 R45.htm IDEA: XBRL DOCUMENT v3.22.1
Right-Of-Use Assets and Operating Lease Liabilities - Schedule of Operating Leases (Details) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]    
Balance, beginning of period $ 322,951 $ 106,839
Additions 257,909
Lease payments (100,855) (41,797)
Balance, end of period 222,096 322,951
Less current portion (110,499) (100,856)
Non-current portion $ 111,597 $ 222,095
XML 67 R46.htm IDEA: XBRL DOCUMENT v3.22.1
Right-Of-Use Assets and Operating Lease Liabilities - Schedule of Maturities of Lease Liabilities (Details) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Sep. 30, 2020
Dec. 31, 2019
Leases [Abstract]        
2022 $ 110,499      
2023 89,000      
2024 24,000      
2025      
Total lease payments 223,499      
Less: Imputed interest (1,403)      
Total operating lease liability $ 222,096 $ 322,951 $ 257,909 $ 106,839
XML 68 R47.htm IDEA: XBRL DOCUMENT v3.22.1
Convertible Debt Assumed in 2018 Acquisition (Details Narrative)
 12 Months Ended
May 29, 2020
USD ($)
shares
Nov. 05, 2018
d
$ / shares
Dec. 31, 2021
USD ($)
shares
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Nov. 12, 2018
Convertible notes debt     $ 31,537 $ 31,137 $ 224,820  
Accrued interest payable         $ 54,247  
Principal balance of notes payable $ 184,820   1,675,535 942,200    
Accrued interest 79,376   25,321 9,942    
Convertible of common shares, value $ 264,196          
Convertible of common shares | shares 1,528,107          
Debt instrument fair value $ 1,827,066          
Loss on extinguishment of debt $ 1,562,870   1,858,395    
Convertible Debt [Member]            
Principal balance of notes payable     20,000 20,000    
Convertible Notes [Member]            
Accrued interest payable     $ 11,537 11,137    
Convertible of common shares | shares     19,286      
Debt instrument interest rate     $ 400 $ 3,000    
Incumaker Inc [Member]            
Conversion price of notes | $ / shares   $ 0.07        
SkyAuction.com [Member]            
Debt interest rate           3.00%
Lowest trade price   70.00%        
Debt trading days | d   5        
Minimum [Member] | Incumaker Inc [Member]            
Debt interest rate   8.00%        
Maximum [Member] | Incumaker Inc [Member]            
Debt interest rate   22.00%        
XML 69 R48.htm IDEA: XBRL DOCUMENT v3.22.1
Convertible Notes Payable (Details Narrative) - USD ($)
 12 Months Ended
May 29, 2020
Dec. 31, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Accrued interest $ 79,376   $ 25,321 $ 9,942  
Accrued interest payable         $ 54,247
Convertible of common shares 1,528,107        
Loss on extinguishment of debt $ 1,562,870   1,858,395  
Principal balance of notes payable $ 184,820   1,675,535 942,200  
8-10% Convertible Notes [Member]          
Convertible notes payable   $ 2,135,203   1,915,103 $ 2,135,203
Debt term   1 year      
Conversion per price of notes   $ 1.00     $ 1.00
Accrued interest   $ 314,136     $ 314,136
Payment of debt       549,734  
Accrued interest payable       $ 608,103  
Convertible of common shares       1,915,537  
Debt conversion fair market value       $ 2,223,962  
Loss on extinguishment of debt       308,859  
Debt instrument penalty outstanding       121,531  
Principal balance of notes payable       1,307,000  
Convertible Notes [Member]          
Principal balance of notes payable       $ 400,000  
8% Convertible Notes [Member]          
Payment of debt     $ 400,000    
Minimum [Member] | 8-10% Convertible Notes [Member]          
Debt interest rate   8.00%     8.00%
Maximum [Member] | 8-10% Convertible Notes [Member]          
Debt interest rate   10.00%     10.00%
XML 70 R49.htm IDEA: XBRL DOCUMENT v3.22.1
Bridge Notes Payable - Past Due (Details Narrative) - USD ($)
 12 Months Ended
Apr. 29, 2021
Mar. 15, 2021
Feb. 15, 2021
Jan. 15, 2021
Dec. 31, 2020
Nov. 30, 2020
Nov. 17, 2020
Jan. 18, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
May 29, 2020
Principal balance of notes payable         $ 942,200       $ 1,675,535 $ 942,200   $ 184,820
Increase in debt                     $ 54,247  
May 2018 Bridge Notes Payable [Member] | Settlement Agreement [Member]                        
Principal balance of notes payable             $ 250,000   203,147      
Increase in debt             43,147          
Periodic payment of debt   $ 25,000 $ 25,000 $ 25,000     $ 65,000          
Payment of debt         90,000 $ 90,000            
January 2019 Bridge Notes Payable [Member]                        
Payment of debt                 100,000      
Debt interest rate               6.00%        
Bridge notes               $ 100,000        
Debt maturity date               Jan. 18, 2020        
Common stock shares issued, shares 3,000                      
Common stock shares issued $ 7,500                      
Accrued interest         $ 25,624         25,624    
Interest expenses                 $ 11,835 $ 10,740    
XML 71 R50.htm IDEA: XBRL DOCUMENT v3.22.1
Note Payable Issued in Restaurant.com Inc Transaction (Details Narrative) - USD ($)
 12 Months Ended
Mar. 02, 2020
Dec. 31, 2021
Dec. 31, 2020
May 29, 2020
Debt instrument, face amount   $ 1,675,535 $ 942,200 $ 184,820
Notes Payable [Member]        
Debt instrument, face amount   1,500,000 1,500,000  
Accrued interest   162,300 73,973  
Interest expenses   88,327 $ 73,973  
Unsecured Debt [Member]        
Debt instrument, face amount $ 1,500,000 $ 1,500,000    
Debt instrument maturity date Mar. 01, 2023 Mar. 01, 2023    
Debt instrument interest rate 6.00%      
XML 72 R51.htm IDEA: XBRL DOCUMENT v3.22.1
Government Assistance Notes Payable (Details Narrative) - USD ($)
 12 Months Ended
Jul. 14, 2021
Mar. 22, 2021
Mar. 11, 2021
Jul. 21, 2020
Dec. 31, 2021
Dec. 31, 2020
Jun. 17, 2020
May 29, 2020
Apr. 16, 2020
Debt instrument, face amount         $ 1,675,535 $ 942,200   $ 184,820  
Paycheck Protection Program First Draw [Member]                  
Debt instrument, face amount                 $ 642,200
Debt instrument interest rate                 1.00%
Forgiveness of debt     $ 648,265            
Forgiveness of interest payable     $ 6,065            
Paycheck Protection Second Draw [Member]                  
Debt instrument, face amount   $ 1,025,535              
Debt instrument interest rate   1.00%              
Debt instrument maturity date   Mar. 30, 2026              
Economic Injury/Disaster Loan (Restaurant.com) [Member]                  
Debt instrument, face amount         500,000 150,000      
Economic Injury/Disaster Loan (Restaurant.com) [Member] | SBA [Member]                  
Debt instrument, face amount $ 350,000           $ 150,000    
Debt instrument interest rate 3.75%                
Debt instrument periodic payment $ 2,521                
Debt instrument term 30 years                
Economic Injury/Disaster Loan (Restaurant.com) [Member] | SBA [Member] | Grant [Member]                  
Advance from Government         10,000        
Economic Injury/Disaster Loan (uBid) [Member]                  
Debt instrument, face amount         150,000 150,000      
Economic Injury/Disaster Loan (uBid) [Member] | SBA [Member]                  
Debt instrument, face amount       $ 150,000          
Debt instrument interest rate       3.75%          
Debt instrument periodic payment       $ 731          
Debt instrument term       30 years          
Accrued interest         25,321 9,942      
Debt instrument interest expenses         $ 27,370 $ 9,942      
XML 73 R52.htm IDEA: XBRL DOCUMENT v3.22.1
Government Assistance Notes Payable - Schedule of Notes Payable (Details) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
May 29, 2020
Total principal balance $ 1,675,535 $ 942,200 $ 184,820
Accrued interest 25,321 9,942 $ 79,376
Total principal and accrued interest 1,700,856 952,142  
Less current portion 11,115  
Non-current portion 1,689,741 952,142  
Paycheck Protection Loan (1st draw) [Member]      
Total principal balance 642,200  
Paycheck Protection Loan (2nd draw) [Member]      
Total principal balance 1,025,535  
Economic Injury/Disaster Loan (uBid) [Member]      
Total principal balance 150,000 150,000  
Economic Injury/Disaster Loan (Restaurant.com) [Member]      
Total principal balance $ 500,000 $ 150,000  
XML 74 R53.htm IDEA: XBRL DOCUMENT v3.22.1
Derivative Liability (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]    
Gain on extinguishment of derivative liability $ 1,164,802
XML 75 R54.htm IDEA: XBRL DOCUMENT v3.22.1
Accrued Officers Compensation (Details Narrative) - USD ($)
 12 Months Ended
May 29, 2020
Dec. 31, 2021
Dec. 31, 2020
Shares converted, value $ 264,196    
Share converted 1,528,107    
Employment Agreement [Member] | Ketan Thakker [Member]      
Salary     $ 200,000
Remaining balance of accrued payroll   $ 78,000 $ 0
Shares converted, value   $ 655,450  
Share converted   936,500  
Accrued compensation   $ 655,450  
XML 76 R55.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders' Deficit - (Details Narrative) - USD ($)
 12 Months Ended
Apr. 29, 2021
Mar. 02, 2020
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Preferred stock, shares authorized     10,000,000 10,000,000  
Preferred stock, par value     $ 0.0001 $ 0.0001  
Preferred stock, shares issued      
Preferred stock, shares outstanding      
Common stock, par value     $ 0.001 $ 0.0001  
Common stock, shares authorized     750,000,000 750,000,000  
Common stock, shares issued     12,879,428 11,217,324  
Common stock, shares outstanding     12,879,428 11,217,324  
Common stock issuable, shares     383,343 383,343  
Proceeds from public offering     $ 1,958,466 $ 150,000  
Proceeds from private placement     1,102,700  
Number of shares issued value       1,102,700  
Number shares issued for service, value     2,164,000 1,013,886  
Number of common stock on acquisition value       483,972  
Accrued Interest payable         $ 54,247
Intrinsic value of outstanding of warrant        
Intrinsic value of exercisable of warrant        
Warrant [Member]          
Stock price     $ 9.00    
Exercise price     $ 9.00    
Intrinsic value of outstanding stock options        
Intrinsic value of outstanding of warrant        
Intrinsic value of exercisable of warrant        
Stock Option [Member]          
Weighted-average remaining contractual life of options outstanding     8 months 16 days    
Weighted-average remaining contractual life of options exercisable     8 months 16 days    
Stock price     $ 0.60    
Intrinsic value of outstanding stock options        
Legal Settlement [Member]          
Number of shares issued note holder     8,000    
Number of shares issued value     $ 9,000    
Convertible Debt [Member]          
Accrued Interest payable     $ 11,537 $ 11,137  
Convertible Debt [Member] | Incumaker Inc [Member]          
Number of common stock upon conversion of convertible notes payable, shares       1,528,107  
Accrued Interest payable       $ 1,827,066  
Convertible Debt One [Member]          
Number of common stock upon conversion of convertible notes payable, shares       1,805,539  
Accrued Interest payable       $ 2,203,159  
Acquisition of Restaurant.com [Member]          
Number of common stock on acquisition, shares   363,889      
Number of common stock on acquisition value   $ 483,972      
Acquisition price per share   $ 1.33      
Consultants For Services [Member]          
Number shares issued for service     845,758 1,087,297  
Number shares issued for service, value     $ 2,164,000 $ 1,013,886  
Note Holder [Member]          
Number of shares issued note holder 3,000        
Number of shares issued value $ 7,500        
Directors and Employees [Member]          
Number shares issued for service       1,340,000  
Number shares issued for service, value       $ 1,195,800  
Officer [Member]          
Number of shares issued note holder       936,500  
Number of shares issued value       $ 936,500  
Public Offering [Member]          
Proceeds from public offering     $ 1,958,466 $ 150,000  
Sale of common stock shares     805,346 50,000  
Sale price per share     $ 2.46 $ 3.00  
Offering costs     $ 21,686    
Private Placement [Member]          
Sale of common stock shares     1,102,700    
Sale price per share     $ 1.00    
Proceeds from private placement     $ 1,102,000    
XML 77 R56.htm IDEA: XBRL DOCUMENT v3.22.1
Stockholders' Deficit - Schedule of Common Stock Warrants Activity (Details) - Warrant [Member] - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Number of Warrants, Warrants outstanding beginning balance 54,000 201,000
Number of Warrants, Warrants Issued
Number of Warrants, Warrants Exercised
Number of Warrants, Warrants Expired (33,333) (147,000)
Number of Warrants, Warrants outstanding ending balance 20,667 54,000
Weighted Average Exercise Price, Warrants outstanding beginning balance $ 8.07 $ 7.50
Weighted Average Exercise Price, Warrants Issued
Weighted Average Exercise Price, Warrants Exercised
Weighted Average Exercise Price, Warrants Expired 7.50 8.64
Weighted Average Exercise Price, Warrants outstanding ending balance $ 9.00 $ 8.07
XML 78 R57.htm IDEA: XBRL DOCUMENT v3.22.1
Stock-Based Compensation (Details Narrative) - USD ($)
 12 Months Ended
Mar. 15, 2021
Jan. 27, 2021
Dec. 31, 2021
Dec. 31, 2020
Stock options to purchase   100,000    
Stock option exercisable period   3 years 2 years 7 months 28 days  
Stock options purchase price per share   $ 3.50 $ 0.60  
Stock options fair value   $ 287,883 $ 149,994  
Exercise price   $ 2.88 $ 12.38
Stock options to purchase grant     150,000 32,000
Intrinsic value      
Intrinsic value of outstanding of warrant      
Intrinsic value of exercisable of warrant      
Advisory Agreement [Member]        
Stock options to purchase 50,000      
Stock option exercisable period 2 years      
Stock options purchase price per share $ 2.50      
Stock options fair value $ 149,994      
Exercise price $ 3.00      
Stock options to purchase vesting 25,000      
Stock options to purchase grant 25,000      
Advisory Agreement [Member] | Stock Options Fully Vested [Member]        
Stock options fair value $ 74,997      
Share based compensation unvested description The remaining unvested portion of the fair value of the stock options was charged to operations ratably from March 16, 2021 through June 15, 2021.      
XML 79 R58.htm IDEA: XBRL DOCUMENT v3.22.1
Stock-Based Compensation - Schedule of Valuation Assumption of Stock Option (Details)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Risk-free interest rate 0.89% 0.12%
Expected dividend yield 0.00% 0.00%
Expected volatility   29.33%
Expected life   1 year 6 months
Minimum [Member]    
Expected volatility 309.92%  
Expected life 3 years  
Maximum [Member]    
Expected volatility 366.13%  
Expected life 5 years  
XML 80 R59.htm IDEA: XBRL DOCUMENT v3.22.1
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Stock-based Compensation - Summary Of Stock Option Activity    
Number of Options, Options outstanding beginning balance 37,116 5,116
Number of Options, Options granted 150,000 32,000
Number of Options, Options exercised
Number of Options, Options expired or forfeited
Number of Options, Options outstanding ending balance 187,116 37,116
Number of Options, Options exercisable ending balance 187,116
Weighted Average Exercise Price, options outstanding beginning balance $ 50.93 $ 363.17
Weighted Average Exercise Price, options granted 2.83 1.05
Weighted Average Exercise Price, options exercised
Weighted Average Exercise Price, options expired or forfeited
Weighted Average Exercise Price, options outstanding ending balance 12.38 50.93
Weighted Average Exercise Price, options exercisable ending balance $ 12.38
XML 81 R60.htm IDEA: XBRL DOCUMENT v3.22.1
Stock-Based Compensation - Schedule of Options Summarized by Exercise Price (Details) - $ / shares
Dec. 31, 2021
Jan. 27, 2021
Dec. 31, 2020
Dec. 31, 2019
Option Outstanding, Shares 187,116   37,116 5,116
Option Exercisable, Shares 187,116    
Option Exercisable, Weighted Average Exercise Price $ 12.38 $ 2.88  
Stock Option [Member] | Exercise Price Range One [Member]        
Option Exercise Price Per Share $ 1.05      
Option Outstanding, Shares 32,000      
Option Exercisable, Shares 1.05      
Option Exercisable, Weighted Average Exercise Price $ 32,000      
Stock Option [Member] | Exercise Price Range Two [Member]        
Option Exercise Price Per Share $ 2.50      
Option Outstanding, Shares 50,000      
Option Exercisable, Shares 2.50      
Option Exercisable, Weighted Average Exercise Price $ 50,000      
Stock Option [Member] | Exercise Price Range Three [Member]        
Option Exercise Price Per Share $ 3.00      
Option Outstanding, Shares 100,000      
Option Exercisable, Shares 3.00      
Option Exercisable, Weighted Average Exercise Price $ 100,000      
Stock Option [Member] | Exercise Price Range Four [Member]        
Option Exercise Price Per Share $ 363.17      
Option Outstanding, Shares 5,116      
Option Exercisable, Shares 363.17      
Option Exercisable, Weighted Average Exercise Price $ 5,116      
XML 82 R61.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies (Details Narrative) - USD ($)
 12 Months Ended
Jan. 28, 2022
Feb. 03, 2021
Apr. 17, 2019
Dec. 31, 2021
Dec. 31, 2020
Value of common stock for service rendered       $ 2,164,000 $ 1,013,886
Ketan Thakker [Member] | Subsequent Event [Member] | Settlement Agreement [Member]          
Legal proceeding description On January 28, 2022, a final settlement of $150,000 was reached, which is scheduled to be paid on April 28, 2022.        
Payments for legal settlement $ 150,000        
Dupree Productions, LLC [Member]          
Arbitrator awarded description   The arbitrator awarded DuPree Productions $195,000      
Attorney's fees       $ 24,000  
Dupree Productions, LLC [Member] | Ketan Thakker [Member] | Compensate Services [Member]          
Value of common stock for service rendered     $ 60,000    
Dupree Productions, LLC [Member] | Ketan Thakker [Member] | Advertising and Endorsement Services [Member]          
Value of common stock for service rendered     $ 195,000    
XML 83 R62.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Details Narrative)
 12 Months Ended
Dec. 31, 2021
USD ($)
Income Tax Disclosure [Abstract]  
Federal net operating loss carry forwards $ 38,000,000
State net operating loss carry forwards $ 38,000,000
Income tax examination description If not utilized earlier, will begin to expire in the year ending December 31, 2030
XML 84 R63.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]    
Net operating loss carryforwards $ 10,483,000 $ 8,960,000
Valuation allowance (10,483,000) (8,960,000)
Net deferred tax asset
XML 85 R64.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Schedule of Income Tax Effective Tax Rate (Details)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]    
Federal statutory tax rate (21.00%) (21.00%)
State income taxes, net of federal tax benefit (6.00%) (6.00%)
Tax-exempt Paycheck Protection Loan forgiveness (27.00%)
Change in valuation allowance 29.70% 27.00%
Effective tax rate 0.00% 0.00%
XML 86 R65.htm IDEA: XBRL DOCUMENT v3.22.1
Subsequent Events (Details Narrative) - USD ($)
 12 Months Ended
Feb. 28, 2022
Jan. 31, 2022
Mar. 22, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
May 29, 2020
Common stock shares issued, value           $ 1,102,700    
Principal balance of notes payable         $ 1,675,535 $ 942,200   $ 184,820
Accrued Interest payable             $ 54,247  
Number of options issued         187,116 37,116 5,116  
Options exercise price            
Paycheck Protection Program [Member]                
Debt instrument bearing interest     1.00%          
Proceeds from loan     $ 1,025,535          
Debt instrument, maturity date description     March 2026          
Common Stock [Member]                
Common stock shares issued, shares           1,102,700    
Common stock shares issued, value           $ 1,103    
Subsequent Event [Member]                
Accrued Interest payable $ 9,743              
Note payable forgiveness       $ 1,035,278        
Subsequent Event [Member] | President And Cofounder [Member]                
Principal balance of notes payable   $ 78,813            
Debt instrument bearing interest   1.00%            
Subsequent Event [Member] | Director [Member]                
Principal balance of notes payable   $ 62,101            
Debt instrument bearing interest   1.00%            
Subsequent Event [Member] | Employees and Board of Directors [Member]                
Common stock shares issued, shares 321,433              
Common stock shares issued, value $ 161,717              
Options exercise price $ 0.50              
Subsequent Event [Member] | Employees [Member]                
Number of options issued 461,000              
Options exercise price $ 1.25              
Fair value of options issued $ 243,000              
Subsequent Event [Member] | Merger Agreement [Member]                
Share price $ 0.50 $ 0.50            
Subsequent Event [Member] | Merger Agreement [Member] | Common Stock [Member]                
Common stock shares issued, shares   600,000            
Common stock shares issued, value   $ 300,000            
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