ALLIANCE MMA, INC. (NASDAQ:AMMA) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 4, 2017, Alliance MMA, Inc. (the Company) acquired
Roundtable Creative Inc., a Virginia corporation d/b/a
SuckerPunch Entertainment, a leading fighter management and
marketing company (SuckerPunch), for an aggregate consideration
of $1,350,000, of which $300,000 was paid in cash and $1,050,000
was paid in shares of the Companys common stock valued at $3.74
per share. In connection with the acquisition, Brian Butler-Au,
the sole owner of SuckerPunch, placed 108,289 shares of the
280,749 shares of common stock issued as part of the merger
consideration into escrow to guarantee the financial performance
of the SuckerPunch business post-closing. Accordingly, in the
event the gross profit of the SuckerPunch business is less than
$265,000 in fiscal year 2017, all 108,289 shares will be
forfeited.
The foregoing description of the acquisition of SuckerPunch is a
summary only and is qualified in its entirety by reference to the
complete text of the merger agreement filed herewith as Exhibit
10.1 and incorporated herein by reference.
Also in connection with the merger, the Company entered into
executive employment agreements with Brian Butler-Au and Bryan
Hamper, who will each serve as managing director, fighter
management of SuckerPunch. Each agreement is for a two-year term.
Mr. Butler-Au and Mr. Hamper will receive base compensation of
$120,000 per year and $100,000 per year, respectively. Each
employment agreement provides the executive with a bonus equal to
two percent (2%) of the gross revenues received by the Company
and/or SuckerPunch from sponsorship arrangements and fighter
contracts originated by SuckerPunch.
The foregoing description of the executive employment agreements
is a summary only and is qualified in its entirety by reference
to the complete text of the executive employment agreements filed
herewith as Exhibit 10.2 and Exhibit 10.3 and incorporated herein
by reference.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
The disclosure in Item 1.01 relating to the issuance of 280,749
shares of the Companys common stock is incorporated herein by
reference. Brian Butler-Au is an accredited investor and the
issuance of the common stock is exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended.
On January 4, 2017, in connection with the merger and to the
executive employment agreement with Bryan Hamper, 26,738 shares
of the Companys common stock was issued to Mr. Hamper, together
with a warrant to acquire 93,583 shares of the Companys common
stock. The warrant is for a five-year term commencing on January
4, 2017 and has an initial exercise price of $3.74 per share.
Bryan Hamper is an accredited investor and the issuance of the
common stock and the warrant are exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the warrant is a summary only and is
qualified in its entirety by reference to the complete text of
the warrant filed herewith as Exhibit 4.01 and incorporated
herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
On January 10, 2017, the Company issued a press release
announcing the closing of the acquisition of SuckerPunch. A copy
of the press release is attached as Exhibit 99.1 hereto and
incorporated by reference herein.
The information under this Item 7.01 and in Exhibit 99.1 to this
Current Report is being furnished and shall not be deemed filed
for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that
Section. The information under this Item 7.01 and in Exhibit 99.1
to this Current Report shall not be incorporated by reference
into any registration statement or other document to the
Securities Act of 1933, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (a) | Financial Statements of Business Acquired. | |
|
Financial statements of the acquired business are not included in this Form 8-K report. Such financial statements will be filed within 71 calendar days after the date on which this Form 8-K report is required to be filed. |
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| (b) | Pro Forma Financial Information. | |
|
Pro forma financial information relative to the acquired business is not included in this Form 8-K report. Such pro forma financial information will be filed within 71 calendar days after the date on which this Form 8-K is required to be filed. |
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| (d) | Exhibits. |
| 4.01 | Common Stock Purchase Warrant. | |
| 10.1 |
Merger Agreement by and among Alliance MMA, Inc., Suckerpunch Holdings, Inc., Roundtable Creative Inc., a Virginia corporation d/b/a Suckerpunch Entertainment, and Brian Butler-Au, dated January 4, 2017. |
|
| 10.2 |
Executive Employment Agreement by and between Alliance MMA, Inc. and Brian Butler-Au, dated January 4, 2017. |
|
| 10.3 |
Executive Employment Agreement by and between Alliance MMA, Inc. and Bryan Hamper, dated January 4, 2017. |
|
| 99.1 | Press Release dated January 10, 2017. |
About ALLIANCE MMA, INC. (NASDAQ:AMMA)
Alliance MMA, Inc. is a mixed martial arts organization offering the premier developmental league for mixed martial arts (MMA) fighters to advance to the sport’s highest level of professional competition. The Company was formed to acquire the businesses of the Target Companies and the media libraries of two prominent mixed martial arts, or MMA, promotions. By combining the Target Companies, it intends to create a developmental league for professional MMA fighters and a feeder. ALLIANCE MMA, INC. (NASDAQ:AMMA) Recent Trading Information
ALLIANCE MMA, INC. (NASDAQ:AMMA) closed its last trading session at with 25,616 shares trading hands.