UNITED
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT
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Item 1.01. Entry into a Material Definitive Agreement.
On October 20, 2021, Madison Technologies Inc. (the “Company” entered into a Stock Acquisition Agreement (the “Agreement)” to acquire 100% of the equity (the “Stock”) of Top Dog Productions, Inc. (“Top Dog”) from Jay Blumenfield and Anthony Marsh, the founders and 100% shareholders of Top Dog (the “Owners”). Consideration for the acquisition will be the Company’s Common Stock, and the number of shares of Common Stock issued (the “Consideration Shares”) will be subject to a “collar”, with a with a minimum number of 16,666,667 shares (in the event that the closing bid and ask price for the Common Stock on the OTCQB the trading day before the date of the closing (the “Closing”) under the Agreement (the “Closing Price”) is $0.60 or greater) and a maximum number of 25,000,000 shares (in the event the Closing Price is $0.40 or less).(with ratable adjustments for a Closing Price between 0.40 and $0.60) issuable to the Owners. From the Consideration Shares, the Company will retain an amount for potential indemnification obligations under the Agreement and for payments based on the achievement of certain milestones described in the Agreement, and the number of Consideration Shares will also be subject to ratable adjustment in the event of any stock split (reverse or forward), stock dividend or other similar action between the date of the Agreement and the Closing.
The Closing is subject to receipt of audited and other financial statements of Top Dog described in the Agreement, the execution of mutually satisfactory employment agreements with the Owners and other customary closing conditions and deliverables. The Agreement is subject to standard termination provisions, including if the Closing has not occurred within sixty (60) days of the execution of the Agreement.
A copy of the Agreement is attached hereto as Exhibit 10.1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Stock Acquisition Agreement dated as of October 20, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 20, 2021
| MADISON TECHNOLOGIES INC. | |
| /s/ Phillip Falcone | |
| Phillip Falcone | |
| Chief Executive Officer |
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