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Subsequent Events
12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

 

Acquisition of Push Holdings, Inc.

 

On December 18, 2019, the Company, and its wholly-owned subsidiary, Origin8, Inc., a Nevada corporation ("Origin8), entered into an Asset Purchase Agreement (the "Purchase Agreement") whereby Origin8 would acquire substantially all of the assets of Push Holdings, Inc. ("Push"), a wholly-owned subsidiary of ConversionPoint Technologies, Inc. ("ConversionPoint," and together with Push, the "Sellers"), in exchange for a total of up to 35,714,285 shares of restricted common stock (the "Sellers' Shares") of the Company (the "Transaction").

 

On January 8, 2020, the Company, via its wholly-owned subsidiary, completed the acquisition of substantially all of the assets of Push pursuant to the terms of the Purchase Agreement.

 

Under the terms of the Purchase Agreement, at closing the Company issued 28,571,428 of the Sellers Shares to ConversionPoint, and the remaining 7,142,857 of such Sellers' Shares were issued and placed in an independent third-party escrow where such shares will be released to ConversionPoint once the Sellers achieve certain milestone requirements, subject to offset for indemnification purposes.

 

Reverse Stock Split

 

On February 25, 2020, the Board of Directors (the "Board") of the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a reverse stock split of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of 1-for-13 (the "Reverse Stock Split") in connection with a proposed uplisting of the Company's Common Stock to the Nasdaq Capital Market ("Nasdaq").

 

The Reverse Stock Split became effective on February 27, 2020 (the "Effective Date"), and was approved by the Financial Industry Regulatory Authority ("FINRA").

 

On the Effective Date, the total number of shares of the Company's Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 13.

 

The Reverse Stock Split did not change the current authorized number of shares of capital stock of the Company. Thus, the Company shall continue to be authorized to issue up to 250,000,000 shares of Common Stock.