IMII take what ever profit u have gonna get ugly Item 1.01 Entry into a Material Definitive Agreement
As of June 10, 2022, Inception Mining, Inc. (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with Antilles Family Office, LLC (the “Investor”), pursuant to which the Company agreed to settle claims asserted by the Investor in the Verified Complaint filed by the Investor against the Company in the United States District Court (the “Court”) for the District of Delaware (Case No. 1:21-CV-01822-CFC) on or about December 27, 2021. The complaint alleged that the Company breached its Note Purchase Agreement with the Investor, pursuant to which the Investor’s assignors, Discover Growth Fund, LLC (“Assignor”), made a loan of $3,000,000.00 to the Company, and the Company issued a Senior Secured Redeemable Convertible Note (“Note”) with a face value of $4,250,000 on May 20, 2019 in favor of Assignor that was subsequently assumed by the Investor, and breached a subsequent Forbearance Agreement by failing to remit all of the required quarterly and monthly payments in 2021 and make loan payments since March 31, 2021.
Conditioned upon the Court approving the Settlement Agreement, the Company and its transfer agent are required to reserve an aggregate of 10,000,000,000 shares of Company common stock (the “Conversion Shares”) for the Investor. The Investor and the Company are required to jointly request a stipulated order (a) finding that (i) under Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”) that the exchange of Note and the claims for shares of Company common stock provided for in the Settlement Agreement is fair, (ii) the shares of Company common stock issued upon conversion of the Note previously issued by the Investor are not required to be registered under the Securities Act, and (iii) the Investor is not required to register as a dealer pursuant to Section 15(b) of the Exchange Act; (b) requiring 541,449,789 shares of Defendant’s common stock to be immediately reserved for issuance to Plaintiff, and all Conversion Shares to be authorized and reserved within 30 days of the order; and (c) requiring the immediate issuance and delivery in electronic form of free trading shares of common stock by Defendant and its Transfer Agent, and any subsequent transfer agent, at any time and from time to time on request by Plaintiff in accordance with the procedures and beneficial ownership limitations of the Note, until all Conversion Shares are issued and delivered.
Pursuant to the Settlement Agreement, the Company has the right to terminate any then-remaining share reserve and any then-remaining obligation to issue Conversion Shares by paying to Investor the sum of $1,000,000 at any time within one year after the date of the Court approval of the Settlement Agreement, or $1,500,000 at any time thereafter.
On June 16, 2022, the parties submitted that stipulated order to the Court for approval.
The foregoing description of the terms of the Settlement Agreement is subject to, and qualified in its entirety by, the terms of the Settlement Agreement, which is attached hereto as Exhibit 10.1 hereto and incorporated herein by reference.
AI
