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Quikshft

04/05/24 10:49 AM

#42522 RE: iamthe walrus #42521

From the share exchange agreement;

(q) Principal Place of Business. Following the Closing, the Parent’s headquarters and research and development and other facilities will remain at the Parent’s current headquarters except that the Company’s management shall have the right to designate a replacement headquarters at an appropriate time.

There is a wealth of information in that document, but to this point it does not appear we are relying on it too greatly to determine what is going to happen. I provided key portions to the ChatGPT bot and asked it to summarize and timeline the major events it contained - results as follows and note that bolds and underlines are by me to call attention to certain details we've been discussing here.

1 Acquisition Announcement: Coretec Group announces its intention to acquire Core Optics, a company with a solid revenue stream and growth potential.

2 Due Diligence: Coretec Group conducts due diligence to assess the financial health, market position, and growth prospects of Core Optics.

3 Negotiation and Agreement: Coretec Group negotiates terms with Core Optics, including the purchase price, payment structure, and any conditions of the acquisition.

4 Share Exchange Agreement: Once terms are agreed upon, Coretec Group and Core Optics sign a share exchange agreement outlining the details of the acquisition, including the issuance of new shares by Coretec Group.

5 Approval Process: The acquisition and associated share issuance may require approval from regulatory authorities, shareholders, and other stakeholders.

6 Execution of Agreement: Upon receiving necessary approvals, Coretec Group and Core Optics execute the share exchange agreement, formalizing the acquisition.

7 Share Issuance: Coretec Group issues new shares of common stock to Core Optics shareholders as part of the acquisition consideration. Additionally, Coretec Group may issue preferred shares to certain investors as part of a private placement to raise additional capital.

8 Conversion Agreement: Holders of preferred shares, including the series C preferred shares, enter into a conversion agreement with Coretec Group, outlining the terms under which their shares will automatically convert to common stock.

9 Reverse Split Consideration: If the issuance of new shares, including the conversion of preferred shares, would exceed the approved share limit, Coretec Group may consider implementing a reverse stock split to reduce the total number of outstanding shares and make room for the newly issued shares.

10 Shareholder Communication: Coretec Group communicates the details of the acquisition, share issuance, and potential reverse split to its shareholders through regulatory filings, investor presentations, and other channels.

11 Implementation: Coretec Group executes the reverse split, if deemed necessary, and completes the issuance of new shares. The company continues to operate with Core Optics as a wholly-owned subsidiary, leveraging its revenue and growth potential to enhance shareholder value.
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Gunny

04/05/24 12:29 PM

#42523 RE: iamthe walrus #42521

I was wondering why the Oklahoma Secretary had to approve shares...The corp is still registered in Oklahoma. I thought the registration defaulted to Virginia with The Coretec Group/3DIcon merger.
I suspect Core Optics came to this wedding with a dowry hence the reverse merger. That purse will probably be used to buy, build or lease a larger facility with expansion stages adding on or utilizing unused space initially. I think a building (build to suit) lease will be their first major expenditure unless Dr Kim comes with a box of dreams with detailed plans and tax advantages mapped out. I look forward to peaking in his brain and seeing the vision we all hope he's bringing.