UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2022
GREENBOX POS
(Exact name of registrant as specified in its charter)
| Nevada | 001-34294 | 22-3962936 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 3131 Camino Del Rio North, Suite 1400 San Diego, CA 92108 (Address of principal executive offices) (zip code) |
| (619) 631-8261 (Registrant’s telephone number, including area code) |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value | GBOX | The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
As previously disclosed, on September 16, 2021, the Board of Directors of GreenBox POS (the “Company”) approved and ratified the signing of a Share Purchase Agreement (the “Purchase Agreement”), dated as of September 3, 2021, with certain individuals named therein (the “Selling Stockholders”) for the acquisition of Transact Europe Holdings OOD and its subsidiaries and affiliates (collectively “Transact Europe”). The Purchase Agreement provides for the sale of all of the shares of Transact Europe (the “Acquisition”). Transact Europe, headquartered in Sofia, Bulgaria, operates a proprietary electronic payment solution by via the issuing of prepaid cards and serving as an agent bank internationally.
On March 28, 2022, Amendment Agreement No. 1 to the Purchase Agreement (the “Amendment”) between the Company and the Selling Stockholders took effect.
The Amendment lowered the consideration that the Company has agreed to pay the Selling Stockholders from €30,000,000 in cash to €26,000,000 in cash (the “Acquisition Purchase Price”). Although the Amendment was signed on March 24th, it took effect on March 28th upon the Company wiring the full Acquisition Purchase Price to an escrow account controlled by an escrow agent.
As of March 31, 2022, the Acquisition has not yet closed.
The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description |
|
|
10.1 |
||
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
GREENBOX POS |
|||
|
Date: March 31 2022 |
By: |
/s/ Ben Errez |
|
|
Ben Errez |
|||
|
Executive Vice President and Chairman |
|||
Exhibit 10.1
AMENDMENT AGREEMENT NO. 1
To the Share Purchase Agreement dated 3 September 2021 (the “SPA”)
This AMENDMENT AGREEMENT NO. 1 (the “Amendment Agreement”) is made as of 24 March 2022, by and between:
LORD JAMES EDWARD BERGMAN;
ABRAHAM CHESED;
YEHUDA AVGANIM;
FALK-UWE PREUSSNER;
STEFAN VOLKER HLAWATSCH,
hereinafter each one referred to as “Seller” and, collectively, “Sellers”
and
GREENBOX POS, a Nevada publicly traded company under NASDAQ symbol “GBOX” with an address at 3131 Camino Del Rio North, Suite 1400, San Diego, CA, 92108 (“Buyer”)
and Sellers and Buyer are together the “Parties” (unless in specific cases the context requires that the term “Parties” refers to Buyer and/or Sellers only).
WHEREAS:
|
(A) |
The Sellers and the Buyer entered into the SPA concerning the sale and purchase of the Sale Shares which represent a 100% shareholding interest in Transact Europe Holdings. |
|
(B) |
Pursuant to the SPA the Sellers agreed to sell, and Buyer agreed to purchase from the Sellers the Sale Shares subject to the terms and conditions of the SPA. |
|
(C) |
The Parties have observed, and they agree that each of the Closing Conditions in Section 4.1 of the SPA are fulfilled, and Closing of the Transaction may occur. |
|
(D) |
Further to the above the Sellers and the Buyer hereto wish to amend the SPA as more fully set forth herein; |
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the Parties hereto hereby agree as follows:
§1. Definitions. Capitalized terms used in this Amendment Agreement shall have the same meanings herein as in the SPA.
§2. Amendment to Section 3.1. Section 3.1 of the SPA is hereby amended as follows:
Consideration. Subject to Section 3.3, the total consideration for the purchase of the Sale Shares shall be EUR 26,000,000 (the “Purchase Price”).
§3. Amendment to Section 3.2. Section 3.2 of the SPA is hereby amended as follows:
Payment. The Purchase Price shall be payable by Buyer by way of wire transfer of immediately available funds without any deduction or withholding for same day value, free of any costs or charges to the Escrow Account by 28 March 2022.
§4. Amendment to Section 3.5. Section 3.5 of the SPA shall be disapplied.
§5. Amendment to Section 3.7. Section 3.7 of the SPA shall be disapplied.
§6. Amendment to Section 6.1. Section 6.1 of the SPA is hereby amended as follows:
The Closing. The closing of the sale and purchase of the Sale Shares (the “Closing”) shall take place on 31 March 2022 at the location and time in, Sofia, Bulgaria, which will be specified in a written notice of Sellers sent to Buyer by e-mail. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.
On behalf of the Sellers the e-mail notice shall be sent by Lord James Edward Bergman from e-mail address: , with cc to and .
The e-mail notice shall be sent to the attention of the following persons at the e-mail addresses specified herein:
Ben Errez
Lindsey-Shannon Lee, Esq.
With copy to:
The e-mail notice shall be sent at least three days prior to Closing Date, setting out in particular, among others, the time of the day on 31 March 2022 for appearance before a notary public for execution of the Transfer Deeds, as well as the location of the notary public’s office in Sofia, Bulgaria.
The e-mail notice shall be considered duly receipt by the Buyer if there have not been any returned massage to the e-mail address of Lord James Edward Bergman for failure delivery to the e-mail addresses of Ben Errez and Lindsey-Shannon Lee.
§7. Amendment to Section 6.2. Section 6.2 of the SPA is hereby amended as follows:
Deposits to Escrow. By 28 March 2022 the Buyer shall pay to the Escrow Account, in Immediately Available funds an amount of EUR 26,000,000, equal to the Purchase Price.
§8. Amendment to Schedule 1: Part 2.
The definition of “Transaction Documents” in Schedule 1, Part 2 is hereby amended as follows:
“Transaction Documents” means this Agreement together with its Schedules, the Amendment Agreement, and any other amendments thereto, the Disclosure Letter and the Escrow Agreement and such other documents as the Parties may agree in writing will be Transaction Documents.
§9. Long Stop Date complied with. For the purposes of Section 4.4 of the SPA it shall be deemed that a Closing Invitation has been filed before the Long Stop Date.
§10. Additional Buyer’s warranty. Buyer hereby warrants to Sellers that based on the recent information received by the Sellers and as of the date of this Amendment the Buyer is not aware of any fact or circumstances that would give Buyer grounds to serve on Sellers a Leakage Dispute Notice, or a Dispute Notice. The above warranty (“Additional Buyer’s Warranty”) shall be valid and existing as of completion of Closing in accordance with Section 6.5 of the SPA.
For the avoidance of doubt, the Additional Buyer’s Warranty shall be without prejudice to any right of the Buyer to make a Claim against Sellers under or in relation to the SPA, other than as defined under this Additional Buyer’s Warranty.
§11. Additional Sellers warranty. Sellers hereby warrants to the Buyer that the information provided for the reserve accounts of TE is true, complete and accurate and the warranty shall be deemed repeated as of the Closing Date.
§12. Effectiveness. This Amendment Agreement shall be effective as of the date first written above. This Amendment Agreement shall cease to have effect retroactively, and the SPA shall apply in its original version as if no Amendment Agreement has not been executed, if:
|
(a) |
The Purchase Price as defined herein is not paid by the Buyer to the Escrow Account by 28 March 2022, or |
|
(b) |
The Buyer is in breach of the Additional Buyer’s Warranty under § 10 above. |
§13. Miscellaneous. All other provisions of the SPA shall remain unchanged and in full effect. Without prejudice to §12, the SPA shall be read and construed together with this Amendment Agreement and deemed to form a single share purchase agreement between the Parties.
IN WITNESS WHEREOF, the Parties have executed this Amendment Agreement as of the date first written above.
SIGNATURE PAGE
SIGNED by SELLERS:
|
1. |
LORD JAMES EDWARD BERGMAN |
|
_________________________________ |
|
2. |
ABRAHAM CHESED |
|
_________________________________ |
|
3. |
YEHUDA AVGANIM |
|
_________________________________ |
|
5. |
FALK-UWE PREUSSNER |
|
_________________________________ |
|
5. |
STEFAN VOLKER HLAWATSCH |
|
_________________________________ |
SIGNED by BUYER
acting by:
GREENBOX POS
__________________________________
BEN ERREZ
Chairman/Executive member