Current Report Filing (8-k)
15 Maio 2023 - 6:12PM
Edgar (US Regulatory)
0001068689
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0001068689
2023-05-11
2023-05-11
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iso4217:USD
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): May 11, 2023
Data443
Risk Mitigation, Inc. |
(Exact
name of registrant as specified in its charter) |
Nevada |
|
000-30542 |
|
86-0914051
|
(State
or other jurisdiction |
|
(Commission
File Number) |
|
(I.R.S.
Employer |
of
incorporation) |
|
|
|
Identification
No.) |
4000
Sancar Drive, Suite 400
Research
Triangle Park, NC |
|
27709 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (19) 858-6542
N/A
Former
name or former address, if changed since last report
Securities
registered or to be registered pursuant to Section 12(b) of the Act.
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
none |
|
N/A |
|
N/A |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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.
Item
1.01 Entry into a Definitive Material Agreement.
On
May 11, 2023, Data443 Risk Mitigation, Inc. (the “Company”) entered into an agreement to purchase certain assets (the “Purchase
Agreement”) with the Appointed Receiver (the “Receiver”) for the Assets of Cyren Ltd. (“Cyren”). Pursuant
to the Purchase Agreement, the Receiver sold, transferred, assigned, conveyed and delivered to the Company, and the Company purchased
from the Receiver, all right, title, and interest in and to certain assets of Cyren, as further described in the Purchase Agreement (the
“Assets”). In exchange for the Assets, the Company will pay (i) $500,000 payable in cash, (ii) shares of the Company’s
common stock equivalent to $2,000,000 and (iii) $1,000,000 in the form of an earn out payment, as further described in the Purchase Agreement.
The
Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing
description of the Purchase Agreement and the transactions contemplated thereby is not complete and is qualified in their entirety by
the contents of the Purchase Agreement.
Item
2.01 Completion of Acquisition or Disposition of Assets
The
information set forth in Item 1.01 above is incorporated by reference in this Item 2.01.
Item
8.01 Other Events.
On
May 15, 2023, the Company issued a press release announcing its entry into the Purchase Agreement and the transaction contemplated thereby.
A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits
(a)
Financial Statements of Businesses Acquired.
The
financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report
on Form 8-K must be filed with respect to Item 2.01.
(b)
Pro Forma Financial Information
The
pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date
this report on Form 8-K must be filed with respect to Item 2.01.
(d)
Exhibits
*
Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K. Schedules, exhibits and similar supporting
attachments to this exhibit are omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a supplemental copy of any
omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
DATA443
RISK MITIGATION, INC. |
|
|
May
15, 2023 |
By:
|
/s/
Jason Remillard |
|
Name:
|
Jason
Remillard |
|
Title:
|
Chief
Executive Officer |
DATA443 Risk Mitigation (PK) (USOTC:ATDS)
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