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 24, 2017, Alliance MMA, Inc. (the Company) closed on
the acquisition of the mixed martial arts (MMA) promotion
business of Fight Time Promotions, LLC (FT), to an asset purchase
agreement it entered into on January 18, 2017, for an aggregate
consideration of $420,000 of which $84,000 was paid in cash and
$336,000 was paid in shares of the Companys common stock valued
at $4.50 per share. In connection with the acquisition Karla
Guadamuz-Davis, the sole selling member of FT, placed 28,000
shares of the 74,667 shares of common stock issued as part of the
purchase price into escrow to guarantee the financial performance
of the FT MMA promotion business post closing. Accordingly, in
the event the gross profit of the FT MMA promotion business is
less than $60,000 in fiscal year 2017, all 28,000 shares will be
forfeited. Also in connection with the acquisition, the Company
entered into a two-year executive employment agreement with Ms.
Davis who will serve as General Manager, Fight Time Promotions.
Ms. Davis will receive base compensation of $40,000 per year
under the agreement.
The foregoing description of the acquisition and the employment
arrangement with Ms. Davis is a summary only and is qualified in
its entirety by reference to the complete text of the asset
purchase agreement and the exhibits thereto which is filed
herewith as Exhibit 10.1 and incorporated herein by reference.
Also on January 24, 2017 the Company entered into a three-year
executive employment agreement with James Byrne to which Mr.
Byrne will serve as the Companys chief marketing officer. Under
the agreement Mr. Byrne will receive base compensation of
$150,000 per year and was granted options to purchase 100,000
shares of the Companys common stock at an exercise price of $3.75
per share. The options are fully vested.
The foregoing description of the executive employment agreement
is a summary only and is qualified in its entirety by reference
to the complete text of the executive employment agreement filed
herewith as Exhibit 10.2 and incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
The disclosure in Item 1.01 relating to the issuance of 74,667
shares of the Companys common stock is incorporated herein by
reference. Karla Guadamuz-Davis 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.
ITEM 7.01 REGULATION FD DISCLOSURE
On January 18, 2017, the Company issued a press release
announcing the signing of a definitive agreement to acquire the
mixed martial arts (MMA) promotion business of Fight Time
Promotions, LLC a copy of the press release is attached as
Exhibit 99.1 hereto and incorporated by reference herein.
On January 24, 2017, the Company issued a press release
announcing that it hired James Byrne to serve as its Chief
Marketing Officer a copy of the press release is attached as
Exhibit 99.2 hereto and incorporated by reference herein.
The information under this Item 7.01 and in Exhibits 99.1 and
99.2 in 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 Exhibits 99.1 and 99.2 in 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. | |
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Financial statements of the acquired business are not |
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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. |
| 10.1 |
Asset Purchase Agreement by and among Alliance MMA, Inc., |
|
| 10.2 |
Executive Employment Agreement by and between Alliance MMA, Inc. and James Byrne dated January 24, 2017. |
|
| 99.1 | Press Release dated January 18, 2017. | |
| 99.2 | Press Release dated January 24, 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 47,073 shares trading hands.
