UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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
| Exhibit No. | Description | |
| 10.1* | Form of Purchase Agreement | |
| 99.1 | Press Release, dated May 15, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
* 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.
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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 | |
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