UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 6, 2022, Mosaic ImmunoEngineering, Inc., a Delaware corporation (the “Company”), entered into a redemption agreement (the “Original Redemption Agreement”) with Holocom, Inc., a California corporation (“Holocom”), pursuant to which the Company requested full redemption of its 2,100,000 shares of Series A Convertible Preferred Stock of Holocom (“Series A Preferred Stock”) at a redemption price of $0.40 per share payable to the Company with an upfront payment of $336,000 and monthly installments thereafter through January 2025. Pursuant to the Original Redemption Agreement, Holocom redeemed, in aggregate, 1,190,000 shares of Series A Preferred Stock in exchange for upfront and monthly payments to the Company in the aggregate amount of $476,000.
On June 21, 2023 (“Effective Date”), the Company and Holocom entered into Amendment No. 1 to the Original Redemption Agreement (“Amendment No. 1”) to redeem the remaining 910,000 shares of Series A Preferred Stock in exchange for proceeds to the Company of $300,000 due no later than three (3) business days from the Effective Date, representing a redemption price of approximately $0.33 per share. On June 22, 2023, the Company received all proceeds from Holocom under Amendment No. 1.
The foregoing description of Amendment No. 1 and the transaction contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No 1 to the Redemption Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
| Item 8.01 | Other Events |
The Company’s common stock, par value $0.00001 per share, is quoted on the OTCQB Venture Market tier (the “OTCQB”) of the OTC Markets Group Inc. (the “OTC Markets”). The Company is in compliance with all eligibility criteria, including having a minimum bid price of $0.01, having at least 50 beneficial shareholders owning at least 100 shares of common stock, a public float of at least 10% of total issued and outstanding shares of common stock, as defined by OTC Markets, current in the payment of annual fees and certifications, among other requirements as defined by the OTC Markets, to continue to be quoted on the OTCQB. In an effort to conserve the Company’s financial resources, the Board of Directors of the Company deemed it to be in the best interest of the Company to not renew and pay its semi-annual fees to OTC Markets that is due on or before June 30, 2023 and therefore, will result in the Company’s common stock to be quoted on the OTC Pink Open Market effective July 3, 2023, which may adversely affect the market liquidity for the Company’s shares by limiting the ability of broker-dealers to sell such shares, and the ability of stockholders to sell their shares in the secondary market. In addition, there can be no assurance that the Company will pursue or meet the eligibility criteria and requalify for quotation on the OTCQB at any future date.
| Item 9.01 | Financial Statements and Exhibits |
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Redemption Agreement by and between Mosaic ImmunoEngineering, Inc. and Holocom, Inc. dated June 21, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mosaic ImmunoEngineering, Inc. | ||
| Date: June 26, 2023 | By: /s/ Steven King | |
| Steven King | ||
| President and Chief Executive Officer, Director |
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