Item 1.01 Other Events.
for an exclusive (except with respect to the licensor and one entity,
the use, distribution, and resale of multiple cash-out patents as well as a
lottery and jackpot software platform with
registered in the Isle of Man (“Colossus”). Upon exercise of the option, the
Company made a payment of GBP £200,000 and agreed to issue Colossus 65,000
shares of common stock. The shares of common stock are subject to a lock-up
agreement until 15 months from the completion of our initial public offering and
are being issued pursuant to an exemption from registration set forth in Section
4(a)(2) of the Securities Act of 1933, as amended. The License Agreement will
enable the Company to exclusively provide Colossus Jackpot functionality for
esports. The License Agreement also stipulates the exclusive usage and
distribution rights for the cash-out patents in the portfolio. Furthermore, the
License Agreement stipulates that the parties will share equally in any and all
revenue payable to Colossus during the term of the License Agreement from the
licensing by Colossus of the licensed patents to any third party. The License
Agreement has a three-year term, provided that Colossus Bets (LTD) may terminate
the license after two years if it has not generated at least GBP £500,000 in
revenue during that two-year period, provided that the Company has the option to
extend the License Agreement for one year upon the payment of an additional fee
of GBP £150,000.
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
10.1 License Agreement between
(IOM) Limited dated
May 6, 2021
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