Enigma-Bulwark Ltd. (EBWK)

[makinezmoney]

$PTSS: NEWS... 8k Filed now "ENIGMA-BULWARK, LIMITED"


https://www.otcmarkets.com/filing/html?id=13682226&guid=NjqfUaSFt2maYth


www.bulwarks.com/



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ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The information required by this Item 1.01 is set forth in Item 2.01 below, which is incorporated herein by reference.

ITEM 2.01COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS



Acquisition:


The Company entered into an Intellectual Property Agreement (the "IP Agreement") with Safer, Inc., a Florida corporation (the "Seller") with an effective date of October 11, 2018, for the acquisition of certain intellectual property in the area of security and risk management, as defined within the IP Agreement ("Intellectual Property"). The transaction closed on October 7, 2019 (the "Closing Date"). Pursuant to the IP Agreement, in exchange for all rights, title and interest in the Intellectual Property, among other things, the Company shall deliver to Seller:

1.Common Stock Purchase Agreement providing for the Seller the right to purchase 3,500,000 shares of the Company's restricted common stock at a price of $.001 per share, for $3,500 cash; and

2.Revenue Sharing Agreement providing for a cash earn-out of 3% to be paid to the Seller, up to $1,000,000 paid to Seller, derived from the Adjusted Gross Revenue generated by the Company in connection with the Intellectual Property; and

3.Royalty Agreement providing for a royalty of 1.5% of the Adjusted Gross Revenue generated by the Company in connection with the Intellectual Property.

The foregoing description of the Intellectual Property acquisition is a summary only and is qualified in its entirety by reference to the complete text of the IP Agreement, Revenue Sharing Agreement and Royalty Agreement, which are filed as Exhibit 10.26 , 10.27 , and 10.28 to this Current Report on Form 8-K.




Disposition



In 2013, the Company, through its wholly owned subsidiary, PearTrack Systems Group, Ltd., acquired certain intellectual property (collectively, the "PearTrack IP") through a Senior Secured Convertible Note (the "Note") issued by the Company to the former licensees (the "Note Holders"), wherein the PearTrack IP was pledged as collateral. The acquisition was structured so that, if the Company did not successfully commercialize the PearTrack IP, the rights, title and interest in the PearTrack IP would revert back to the Note Holders, and the Note would effectively be canceled.

To date, the Company has been unable to successfully commercialize the PearTrack IP. As a result, all rights, title and interest to the PearTrack IP, has reverted back to the Note Holders, and the Note has been canceled. Further, the rights to future royalties collectible under any sub-license previously issued by the Company for the PearTrack IP, would also revert to the Note Holders.

ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES

In connection with the acquisition of the Intellectual Property, and pursuant to the terms and conditions of the IP Agreement, the Company issued 3,500,000 shares of its restricted common stock at $0.001 per share, for cash in the amount of $3,500.

The Shares are being issued in reliance upon an exemption from registration afforded by Rule 144 either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the U.S.

ITEM 5.02DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS; APPOINTMENT OF OFFICERS

On October 8, 2019, Ms. Calli R. Bucci resigned as Corporate Secretary. This resignation did not involve any disagreement with the Company. Ms. Yinuo "Rachel" Jiang succeeds her to serve as Corporate Secretary until the next annual meeting of the shareholders and/or until she, or her successor is duly appointed.




ITEM 9.01EXHIBITS



(d) Exhibits



Exhibit
Number Description of Exhibit Filing Reference
Intellectual Property Purchase
10.26 Agreement by and between PearTrack Filed herewith
Security Systems, Inc. and Safer, Inc.
dated October 11, 2018
Revenue Sharing Agreement by and
10.27 between PearTrack Security Systems, Filed herewith
Inc. and Safer, Inc. dated October 11,
2018
Royalty Agreement by and between
10.28 PearTrack Security Systems, Inc. and Filed herewith
Safer, Inc. dated October 11, 2018