Fision Corp. (FSSN) (FSSN)

[IPO$]

Item 1.02 - Termination of a Material Definitive Agreement

On February 4, 2019, Continuity Logic, LLC, a New Jersey Limited Liability Company (“Continuity Logic”), sent written notice to the registrant, Fision Corporation, a Delaware corporation (“Fision”), that Continuity Logic has elected to terminate the First Amended and Restated Agreement and Plan of Merger, dated December 21, 2018, between Fision and Continuity Logic (the “Merger Agreement”). The notice stated that Continuity Logic was electing to exercise its right to terminate the Merger Agreement by reason of the merger not being consummated by December 31, 2018, among other reasons.

The termination of the Merger Agreement will not affect the continuing rights that Fision has under certain secured bridge loans made by Fision to Continuity Logic in contemplation of the merger to support Continuity Logic’s working capital needs. Fision has loaned Continuity Logic an aggregate of $824,300, whereby $20,000 has been paid back, with a remaining balance of $804,300, which bears interest at a rate equal to 6% per annum and which becomes due on August 31, 2019. Such loans are secured by a first-priority perfected security interest in Continuity Logic’s accounts receivable.