Exhibit 2.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2021 (March 14, 2021)
MADISON TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-51302 | 85-2151785 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
450 Park Avenue, 30th Floor
New York, NY 10022
(Address of principal executive offices) (Zip Code)
(212) 339-5888
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | MDEX | OTC QB |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| Item 1.01. | Entry into a Material Definitive Agreement. ___ |
KVVV Acquisition
On March 14, 2021, a wholly-owned subsidiary of Madison Technologies, Inc. (the “Company”), Sovryn Holdings, Inc. (“Sovryn”), entered into an asset purchase agreement (the “KVVV Asset Purchase Agreement”) with Abraham Telecasting Company, LLC, a Texas limited liability company (the “Houston Seller”). Upon the terms and subject to the satisfaction of the conditions described in the KVVV Asset Purchase Agreement, Sovryn agreed to acquire the licenses and Federal Communications Commission (“FCC”) authorizations to the KVVV-LD low power television station owned by the Houston Seller (the “Houston Acquired Station”), certain tangible personal property, certain real property leases, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities in connection with the Houston Acquired Station (the “KVVV Asset Sale Transaction”). As consideration for the KVVV Asset Sale Transaction, Sovryn has agreed to pay the Houston Seller $1,500,000 in cash, $87,500 of which was paid to the Houston Seller and to be held in escrow pursuant to the terms of an escrow agreement entered into between Sovryn and the Houston Seller (the “KVVV Escrow Fee”).
The closing of the KVVV Asset Sale Transaction (the “KVVV Closing”) is subject to, among other things, consent by the FCC to the assignment of the FCC authorizations pertaining to the Houston Acquired Station, from the Houston Seller to Sovryn (the “Houston FCC Consent”). The KVVV Closing shall occur no more than ten (10) business days following the later to occur of (i) the date on which the Houston FCC Consent has been granted and (ii) the other conditions to the KVVV Closing set forth in the KVVV Asset Purchase Agreement. The closing of the KVVV Asset Sale Transaction took place on June 1, 2021.
The KVVV Asset Purchase Agreement contains customary representations, warranties and covenants made by Sovryn and the Houston Seller, including, among other things, the Houston Seller’s conduct of the business between the date of signing of the KVVV Asset Purchase Agreement and the closing of the transaction.
The KVVV Asset Purchase Agreement contains certain termination rights for both Sovryn and the Houston Seller. In connection with the termination of the KVVV Asset Purchase Agreement under specified circumstances, the Houston Seller may not be obligated to return the KVVV Escrow Fee.
The KVVV Asset Purchase Agreement (and the foregoing description of the KVVV Asset Purchase Agreement and the transactions contemplated thereby) has been included to provide investors and shareholders with information regarding the terms of the KVVV Asset Purchase Agreement and the transactions contemplated thereby. It is not intended to provide any other factual information about the Company or Sovryn. The representations, warranties and covenants contained in the KVVV Asset Purchase Agreement were made only as of specified dates for the purposes of the KVVV Asset Purchase Agreement, were solely for the benefit of the parties to the KVVV Asset Purchase Agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the KVVV Asset Purchase Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC. Investors and shareholders are not third-party beneficiaries under the KVVV Asset Purchase Agreement. Accordingly, investors and shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the KVVV Asset Purchase Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.
The foregoing description of the KVVV Asset Purchase Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1.
KMYU Acquisition
On March 29, 2021, Sovryn, entered into an asset purchase agreement (the “KYMU Asset Purchase Agreement”) with Seattle 6 Broadcasting Company, LLC, a Washington limited liability company (the “Seattle Seller”). Upon the terms and subject to the satisfaction of the conditions described in the KYMU Asset Purchase Agreement, Sovryn agreed to acquire the licenses and FCC authorizations to the KYMU-LD low power television station owned by the Seattle Seller (the “Seattle Acquired Station”), certain tangible personal property, certain real property leases, contracts, intangible property, files, claims and prepaid items together with certain assumed liabilities in connection with the Seattle Acquired Station (the “KYMU Asset Sale Transaction”). As consideration for the Seattle Asset Sale Transaction, Sovryn has agreed to pay the Seattle Seller $1,750,000, $87,500 of which was paid to the Seattle Seller and to be held in escrow pursuant to the terms of an escrow agreement entered into between Sovryn and the Seattle Seller (the “Seattle Escrow Fee”).
The closing of the KYMU Asset Sale Transaction (the “KMYU Closing”) is subject to, among other things, consent by the FCC to the assignment of the FCC authorizations pertaining to the Seattle Acquired Station, from Seattle Seller to Sovryn (the “Seattle FCC Consent”). The Seattle Closing shall occur no more than ten (10) business days following the later to occur of (i) the date on which the Seattle FCC Consent has been granted and (ii) the other conditions to the KMYU Closing set forth in the KMYU Asset Purchase Agreement.
The KYMU Asset Purchase Agreement contains customary representations, warranties and covenants made by Sovryn and the Seattle Seller, including, among other things, the Seattle Seller’s conduct of the business between the date of signing of the KYMU Asset Purchase Agreement and the closing of the transaction.
The KYMU Asset Purchase Agreement contains certain termination rights for both Sovryn and the Seattle Seller In connection with the termination of the KYMU Asset Purchase Agreement under specified circumstances, Seattle Seller may not be obligated to return the Seattle Escrow Fee.
The KYMU Asset Purchase Agreement (and the foregoing description of the KYMU Asset Purchase Agreement and the transactions contemplated thereby) has been included to provide investors and shareholders with information regarding the terms of the KYMU Asset Purchase Agreement and the transactions contemplated thereby. It is not intended to provide any other factual information about the Company or Sovryn. The representations, warranties and covenants contained in the KYMU Asset Purchase Agreement were made only as of specified dates for the purposes of the KYMU Asset Purchase Agreement, were solely for the benefit of the parties to the KYMU Asset Purchase Agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the KYMU Asset Purchase Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC. Investors and shareholders are not third-party beneficiaries under the KYMU Asset Purchase Agreement. Accordingly, investors and shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the KYMU Asset Purchase Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.
The foregoing description of the KYMU Asset Purchase Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of such agreements, a copy of which is attached hereto as Exhibit 10.2.
| Item 2.01. | Completion of Acquisition or Disposition of Assets |
Information concerning the closing of Sovryn’s closing of the KVVV acquisition set forth in Item 1.01 above is hereby incorporated into this Item 2.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The Company has determined that the KVVV Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X.
(b) Pro Forma Financial Information.
The Company has determined that the KVVV Asset Sale Transaction does not constitute the acquisition of a business in accordance with the guidance set forth in Section 11-01(d) of Regulation S-X and therefore financial statements and unaudited combined pro forma financial statements are not required under Regulation S-X
(d) Exhibits.
*Schedules and Exhibits of this exhibit have been omitted pursuant to Rule 601(b)(2) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MADISON TECHNOLOGIES INC. | |
| Dated: June 16, 2021 | /s/ Philip Falcone |
| Philip Falcone | |
| Chief Executive Officer |
Exhibit 2.1
Exhibit 2.2
