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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 Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): December 12, 2023
| Data443
Risk Mitigation, Inc. |
| (Exact
name of registrant as specified in its charter) |
| Nevada |
|
000-30542 |
|
86-0914051
|
| (State
or other jurisdiction |
|
(Commission
|
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
4000
Sancar Drive, Suite 400
Research
Triangle Park, NC |
|
27709 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (919) 858-6542
N/A
Former
name or former address, if changed since last report
Securities
registered or to be registered pursuant to Section 12(b) of the Act.
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| none |
|
N/A |
|
N/A |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications 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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Definitive Material Agreement.
As
previously reported on a Current Report on Form 8-K filed by Data443 Risk Mitigation, Inc. (the “Company”), on May
11, 2023 the Company entered into an agreement (the “Purchase Agreement”) with the appointed receiver (the “Receiver”)
for the assets of Cyren Ltd. (“Cyren”) to purchase certain of Cyren’s assets (the “Assets”).
In exchange for the Assets, the Company agreed to pay (i) $500,000 payable in cash, (ii) shares of the Company’s common stock equivalent
to $2,000,000 and (iii) $1,000,000 in the form of an earn out payment.
On
December 12, 2023, an amendment to the Purchase Agreement between the Company and the Receiver was finalized (as amended, the “Amended
Purchase Agreement”), pursuant to which the Company and the Receiver agreed that in lieu of the consideration previously agreed
to, the Company would pay (i) $430,000 payable in cash, (ii) shares of the Company’s common stock equivalent to $2,000,000 and
(iii) $1,100,000 in the form of an earn out payment, as further described in the Amended Purchase Agreement. On December 15, 2023, the
Company made final payment for the Assets to be purchased under the Amended Purchase Agreement, such that the Company now has all right,
title and interest in and to the Assets.
The
Amended Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The
foregoing description of the Amended Purchase Agreement and the transactions contemplated thereby is not complete and is qualified in
its entirety by the contents of the Amended Purchase Agreement.
On
December 18, 2023, the Company issued a press release announcing the closing of the transaction contemplated by the Amended Purchase
Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 of this Current Report on Form 8-K.
Item
2.01 Completion of Acquisition or Disposition of Assets
The
information set forth in Item 1.01 above is incorporated by reference in this Item 2.01.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
DATA443
RISK MITIGATION, INC. |
| |
|
| December
18, 2023 |
By:
|
/s/
Jason Remillard |
| |
Name:
|
Jason
Remillard |
| |
Title:
|
Chief
Executive Officer |
Exhibit
10.1
 |
Data443
Risk Mitigation, Inc.
4000
Sancar Way, Unit 400
Research
Triangle, NC 27709
(919)
526-1070
|
December
__, 2023
ATTN:
Guy Gissin, Adv.
In
his capacity as the Appointed Receiver for the assets of Cyren Ltd. (in rehabilitation)
Corporate
Insolvency File No. 57491-02-23
Gissin
& Co. Advocates
38
Ha’Barzel St. Tel Aviv, Israel 69710
Entrance
B, 6th floor
Dear
Sir,
| Re: | A
Proposal (dated May 3, 2023) to Purchase Certain Assets of Cyren Ltd. (in rehabilitation)
P.C. 52004418-1 |
Further
to our above proposal (the “Proposal”), we are hereby proposing the following amendment (unless expressly defined
herein, all capitalized terms used herein shall have the same meaning attributed thereto in the Proposal):
| 1. | Section
5.1 shall be amended as follows: |
“Transfer
to the Trustee’s Account an amount of US$ 500430,000
(five four hundreds and thirty
thousand US Dollars) (the “Cash Consideration”), last payment of which in a sum of US
50,000 (fifty thosend US Dollars) shall be made on December 22, 2023 (the “Closing
Date”).”
| 2. | Section
5.3 shall be amended as follows: |
“Pay
to the Company 100% (hundred percent) of the proceeds received by the Purchaser from Customers in connection with the Purchased Assets
during the twelve-month period commencing as of the Closing Date – up
to an aggregate amount of US$ 1,000100,000
(one million and one hundreds US Dollars). The Purchaser shall pay to the Company such proceeds
on a quarterly basis, and shall provide the Company with a reasonably detailed report specifying the proceeds received from such customers
over the respective twelve-month period pursuant to the additional side letter dated May 9, 2023.”
| 3. | Section
7.2 shall be amended as follows: |
“The
closing of the Transaction (the “Closing”) shall take place remotely within
forty-five (45) days from the receipt of the Court Approval, on a date to be set by the Parties (the “Closing
Date”) on the Closing Date, as defined above.”
| 4. | Except as expressly
provided otherwise herein, this letter neither terminates, nor amends the Proposal and the Proposal shall remain in full force and
effect, as per its provisions. |
| Sincerely
yours, |
|
| |
|
| Data443
Risk Mitigation, Inc. |
|
| | |
|
| By: | |
|
| Name: | Jason
Remillard |
|
| Title: | Founder,
President & Chairman of the Board |
|
| Acknowledged
and Agreed |
| |
| |
|
| Cyren
Ltd. | |
| |
| |
| By: |
Guy
Gissin, Adv. | |
| |
| |
| Trustee | |
Exhibit
99.1
Data443
Risk Mitigation, Inc. Completes Transaction for Certain Assets of Cyren, Ltd.
RESEARCH
TRIANGLE PARK, N.C., December 18, 2023 - Data443 Risk Mitigation, Inc. (OTCPK: ATDS) (“Data443” or the “Company”),
a data security and privacy software company for “All Things Data Security,” today announced the completion of the purchase
of certain assets of Cyren, Ltd.
Management
Commentary
Data443’s
CEO & Founder Jason Remillard commented, “Completing the transaction for certain assets of Cyren, Ltd. is a major
milestone for the Company. The Data443 team has been working tirelessly to retain Cyren’s customers, technology, and employees
since the Company’s initial announcement of the transaction in May 2023.We are happy to say that of the approximately 60
Cyren, Ltd. customers that the Company has been in touch with, it has signed new contracts with 52 of them. The Company expects to
close new agreements with the remaining customers not already signed in –the first quarter of 2024.”
Mr.
Remillard continued, “Cyren, Ltd.’s technology includes threat and response streaming technologies, native email
anti-spam, anti-malware, and Phishing/Business Email Compromise capabilities, which the Company believes are among the most accurate
and cutting-edge in the industry. During the Company’s customer engagements, many customers expressed excitement about the
technology and about adding Data443’s tech stack to their offerings. Some of the customers retained include the world’s
largest ecommerce, firewall, network device and SOAR/ZeroTrust service providers. Email and its related vectors are a constant risk
that all service providers must protect against.”
The
Company expects the completed transaction to be immediately accretive for the first quarter of 2024.
About
Data443 Risk Mitigation, Inc.
Data443
Risk Mitigation, Inc. (OTCPK: ATDS) provides software and services to enable secure data across devices and databases, at rest and in
flight/in transit, locally, on a network or in the cloud. We are All Things Data Security™. With over 10,000 customers in over
100 countries, Data443 provides a modern approach to data governance and security by identifying and protecting all sensitive data regardless
of location, platform or format. Data443’s framework helps customers prioritize risk, identify security gaps and implement effective
data protection and privacy management strategies.
Forward-Looking
Statements
This
press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by use of terms such as “expect,”
“believe,” “anticipate,” “may,” “could,” “will,” “should,” “plan,”
“project,” “intend,” “estimate,” “predict,” “potential,” “pursuant,” “target,”
“continue” or the negative of these words or other comparable terminology. Statements in this press release that are not historical
statements, including statements regarding Data443’s plans, objectives, future opportunities for Data443’s services, future financial
performance and operating results, and any other statements regarding Data443’s future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance, or regarding the anticipated consummation of any transaction, are forward-looking
statements. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions,
many of which are difficult to predict or are beyond Data443’s control. These risks, uncertainties and assumptions could cause actual
results to differ materially from the results expressed or implied by the statements. They may relate to the outcome of litigation, settlements
and investigations; actions by third parties, including governmental agencies; volatility in customer spending; global economic conditions;
inability to hire and retain personnel; loss of, or reduction in business with, key customers; difficulty with growth and integration
of acquisitions; product liability; cybersecurity risk; anti-takeover measures in the Company’s charter documents; and the uncertainties
created by global health issues, such as the ongoing outbreak of COVID, and political unrest and conflict. These and other important
risk factors are described more fully in the Company’s reports and other documents filed with the Securities and Exchange Commission
(“the SEC”), including in Part I, Item 1A of the Company’s Annual Report on Form 10-K filed with the SEC on February
24, 2023, as amended on August 24, 2023, and subsequent filings with the SEC. Undue reliance should not be placed on the forward-looking
statements in this press release, which are based on information available to the Company on the date hereof. Except as otherwise required
by applicable law, Data443 undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new
information, future events or otherwise.
“DATA443”
is a registered trademark of Data443 Risk Mitigation, Inc.
All
product names, trademarks and registered trademarks are property of their respective owners. All company, product and service names used
in this press release are for identification purposes only. Use of these names, trademarks and brands does not imply endorsement.
For
further information:
Follow us on LinkedIn: https://www.linkedin.com/company/data443-risk-mitigation-inc/
Follow
us on YouTube: https://www.youtube.com/channel/UCZXDhJcx-XgMBhvE9aFHRdA
Sign
up for our Investor Newsletter: https://data443.com/investor-email-alerts/
To
learn more about Data443, please watch the Company’s video introduction on its YouTube channel: https://youtu.be/1Fp93jOxFSg
Investor
Relations Contact:
Matthew
Abenante
ir@data443.com
919.858.6542