XSUNX, INC. (OTCMKTS:XSNX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On March 18, 2020, XsunX, Inc. (the “Company”), Tom Djokovich, the President and Chief Executive Officer of the Company, and TN3, LLC, a Wyoming limited liability company (“TN3”) entered into a Stock Purchase Agreement (the “Agreement”). to the Agreement, Mr. Djokovich agreed to sell his 5,000 shares of Series A Preferred Stock of the Company to TN3. The holder of the Series A Preferred Stock may cast votes equal to not less than 60% of the total outstanding voting power of the Company on all matters voted on by the shareholders of the Company. Completion of the sale of the Series A Preferred Stock is conditioned upon a number of events, including the filing by the Company of a Schedule 14F to disclose changes in the management of the Company that will occur in connection with the sale. Upon the completion of the sale of the Series A Preferred Stock, the Company will issue each of the current resigning directors of the Company 500,000,000 common stock purchase warrants to purchase up to 500,000,000 shares of the Company common stock on a pre-Stock Split (as that term is below defined) basis. These warrants will be exercisable on a cashless basis for a period of ten years from the effective date of the Stock Split at an exercise price of $0.00001 per share on a pre-Stock Split basis.
Daniel G. Martin is the sole owner and president of TN3 and the chairman of the board and chief executive officer of Innovest Global, Inc., a diversified industrial company. Upon completion of the sale, the current board and officers will resign and be replaced by a new board and officers to be identified by Mr. Martin. After the completion of the sale of the Series A Preferred Stock, the parties intend for the Company to continue to market its current solar services while preparing to acquire biotechnology assets from Innovest Global, Inc. and transition into a new business plan focused in the biotechnology, medical and health & wellness markets, commercializing developmental healthcare solutions. Initially, the Company will focus on biotechnology developing a third-generation brain cancer vaccine the technology for which has been patent approved and is known as StemVax Glioblast (SVX-GB). In preparation for the issuance of additional shares for the acquisition of biotechnology assets, the Company plans to effectuate a 1-for-1,000 reverse stock split of issued and outstanding common stock (the “Stock Split”). The Company will file a Schedule 14F describing these matters in additional detail in the near future.
There can be no guarantees that the sale will close as expected, that a new management team will be appointed, or that the Company will successfully refocus its business on biotechnology. A copy of the Agreement will be filed with the Company’s Report on Form 10Q for the quarter ending March 31, 2020.
SECTION 9 – FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
Item 9.01 Financial Statements and Exhibits
10.1 Stock Purchase Agreement, dated March 18, 2020.*
*To be filed with the Company’s Report on Form 10Q for the quarter ending March 31, 2020.
About XSUNX, INC. (OTCMKTS:XSNX)
XsunX, Inc., formerly Sun River Mining Inc., is a development-stage company. The Company is a solar and energy saving technologies provider. The Company is involved in the sale, design and installation of solar photovoltaic power generation, and energy saving technologies. The Company’s technology, CIGSolar, focuses on the mass production of individual thin-film Copper Indium Gallium (di) Selenide (CIGS) solar cells. It installs solar panels each year offering residential and commercial clients solar roof-top and carport system design and installation, battery back-up, light emitting diode lighting upgrades, and technologies for consumption tracking and control. It purchases components, such as solar panels, inverters and solar module mounting hardware directly from manufacturers and supply houses. The Company provides its customers with facility wide monitoring of both solar energy generation and facility wide energy consumption.