ALLIANCE MMA, INC. (NASDAQ:AMMA) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 25, 2017, Alliance MMA, Inc. (the “Company”) entered into an Asset Purchase Agreement to which it acquired the mixed martial arts (MMA) promotion business of Victory FC, Inc. (“Victory”). The contractual purchase price for the acquisition is $530,000, $180,000 of which will be paid in cash and $350,000 will be paid with 267,891 shares of the Company’s common stock, with a contractual value of $1.31. The contractual value of the common stock issuable as part of the purchase price is derived from the twenty-day trailing average of the closing prices of the Company’s common stock on the Nasdaq Capital Market as of the date immediately prior to September 28, 2017, the date on which the transaction was publicly announced. In connection with the acquisition, Victory will place into escrow 202,066 shares of the Company’s common stock to guarantee the financial performance of the Victory promotion business following the acquisition. In the event that the gross profit of the Victory promotion business is less than $140,000 during the 12-month period following the acquisition, all 202,066 shares will be forfeited by Victory. In addition, Victory will place into a separate escrow 65,825 shares of the Company’s common stock to support the indemnification obligations of Victory under the Asset Purchase Agreement. For accounting purposes, the value of the common stock issuable as part of the purchase price is equal to the fair value of the Company’s common stock on the Nasdaq Capital Market as of the date such common stock was issued, September 28, 2017, at $2.40 per share with an aggregate value of approximately $643,000.
The foregoing description of the acquisition of the assets of Victory is a summary only and is qualified in its entirety by reference to the complete text of the Asset Purchase Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.
ITEM 7.01 REGULATION FD DISCLOSURE
On September 28, 2017, the Company issued a press release announcing the acquisition of the assets of Victory FC, Inc. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information under this Item 7.01 and in Exhibit 99.1 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 Exhibit 99.1 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
Alliance MMA, Inc. ExhibitEX-10.1 2 v476145_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”),…To view the full exhibit click here
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.