UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 17, 2021
Wikisoft Corp.
(Exact name of registrant as specified in its charter)
Nevada | 000-56239 | 35-2675388 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
315 Montgomery Street San Francisco, CA |
94104 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: | (800)-706-0806 | |
N/A | ||
(Former name or former address, if changed since last report) |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A |
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 [X]
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 pursuant to Section 13(a) of the Exchange Act. [_]
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on June 8, 2021, the Company entered into a Common Stock Purchase Agreement (the “CSPA”) with Triton Funds, LP, a Delaware limited partnership (“Triton Funds”), an unrelated third party. Subject to the terms and conditions set forth in the CSPA, the Company agreed to sell Common Stock of the Company to Triton Funds having an aggregate value of $750,000 at a fixed price of $1.50 per share.
The CSPA required that the Company issue to Triton Funds an Administrative Fee of 25,000 shares of Common Stock and a deduction of $10,000 from the investment amount at Closing.
Under the CPSA, Triton Funds’ obligation to purchase securities was conditioned on an effective registration statement for the shares being purchased and Triton Funds’ ownership not exceeding 4.99% of the issued and outstanding shares of the Company giving effect to such purchase.
In connection with the CSPA, the Company also executed a Common Stock Purchase Warrant (the “Warrant”) under which Triton Funds is granted a three-year right to purchase up to 500,000 common shares of the Company (the “Warrant Shares”) subject to the terms and conditions of the Warrant.
On August 17, 2021, the Company amended and restated the CPSA (the “Amended CPSA”), to amend and restate the structure of the financing. Pursuant to the Amended CPSA, the Company agreed to sell to Triton Funds up to $1 million in shares of the Company’s Common Stock (the “Investment Amount”), which shall not exceed $100,000 per purchase notice to Triton Funds, during the period beginning on the execution date of the Amended CPSA and ending on the earlier of (i) the date on which Triton Funds has purchased a number of the Company’s Common Stock pursuant to the Amended CPSA equal to the Investment Amount or (ii) June 30, 2022, at the purchase price set forth in the Amended CPSA (the “Purchase Price”).
Pursuant to the Amended CPSA, the “Purchase Price” means 85% of the lowest daily VWAP of our common stock during the “Valuation Period.” Pursuant to the Amended CPSA, the “Valuation Period” means the five (5) Business days prior to the closing date of a purchase notice under the Amended CPSA.
The Amended CPSA still requires the Company to deduct $10,000 from the Investment Amount and Triton Funds is permitted to retain the 25,000 shares of Common Stock previously issued under the CPSA. Triton Funds agreed to return the Warrant to the Company, which the parties considered null and void as of the date of the Amended CPSA. Finally, the Company agreed to issue to Triton Funds another 25,000 shares of Common Stock.
Triton Funds’ obligation to purchase securities remains conditioned on an effective registration statement for the shares being purchased and Triton Funds’ ownership not exceeding 4.99% of the issued and outstanding shares of the Company giving effect to such purchase.
The foregoing description of the Amended CPSA is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended CPSA, a copy of which is attached as Exhibit 10.1, to this Current Report on Form 8-K and incorporated by reference.
Item 8.01 Other Events
On August 18, 2021, we issued a press release concerning the Amended CPSA. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits
Exhibit No. | Description |
10.1 | Amended and Restated Common Stock Purchase Agreement |
99.1 | Press Release, dated August 18, 2021 |
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SIGNATURES
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.
Dated: August 18th, 2021 | Wikisoft Corp. | |
By: | /s/ Carsten Kjems Falk | |
Name: Title: |
Carsten Kjems Falk
Chief Executive Officer |
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AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT
This amended and restated common stock purchase agreement (the “Agreement”), dated as of August 17, 2021 (the “Execution Date”), is entered into between Wikisoft Corp., a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
RECITALS:
WHEREAS, the Company and Investor previously entered into a common stock purchase agreement dated June 8, 2021 (the “Original Agreement”), wherein the Company agreed to sell and the Investor agreed to purchase Seven Hundred and Fifty Thousand Dollars ($750,000) worth of shares of common stock after a Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”) at a fixed price of $1.50 per share;
WHEREAS, the Company and Investor desire to enter into this amended and restated common stock purchase agreement to revise the structure of the financing upon the terms and conditions set forth herein;
WHEREAS, upon the terms and subject to the conditions contained herein, the Investor shall purchase One Million Dollars ($1,000,000) of Securities after a Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”);
NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:
SECTION I DEFINITIONS
For all purposes of and under this Agreement, the following terms shall have the respective meanings below, and such meanings shall be equally applicable to the singular and plural forms of such defined terms.
“Administrative Fee” shall mean 25,000 Securities issued by the Company to the Investor upon execution of the Agreement and $10,000 deducted from the Investment Amount at Closing.
“Business Day” shall mean any day on which the Trading Market for the Common Stock is open for trading from the hours of 9:30 am until 4:00 pm eastern time.
“Closing” shall mean a date that is no later than five (5) Business Days after the effectiveness of the Registration Statement and receipt of Purchase Notice, notwithstanding anything to the contrary in this Agreement.
“Purchase Notice” shall mean an irrevocable written notice from the Company to the Investor informing of effectiveness of the Registration Statement and directing the Investor to purchase the Securities as referenced in Exhibit A of this Agreement.
“Common Stock” means the Company’s common stock and any other class of securities into which such securities may hereafter be reclassified or changed.
“Investment Amount” shall mean the Purchase Price multiplied by the number of Securities purchased at Closing.
“Purchase Price” shall mean 85% of the lowest daily Volume Weighted Average Price (VWAP) of the Common Stock five (5) Business Days prior to Closing.
“Registration Statement” means the registration statement covering the Securities.
“Securities” shall mean the Common Stock issued pursuant to the terms of this Agreement.
“Trading Market” shall mean the New York Stock Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or any tier of the OTC Markets, including OTC Pink, whichever is the market on which the Common Stock trades or is listed.
SECTION II
PURCHASE AND SALE OF SECURITIES
2.1 PURCHASE AND SALE OF SECURITIES. Subject to the terms and conditions set forth herein, the Company shall sell to the Investor, and the Investor shall purchase from the Company, at Closing a number of Securities equal to the Investment Amount; not to exceed an Investment Amount of $100,000 per Purchase Notice, unless mutually agreed upon by the Company and Investor.
2.2 DELIVERY OF PURCHASE NOTICES. Subject to the terms and conditions herein, and from time to time during the Commitment Period, the Company may, in its sole discretion, deliver a Purchase Notice to the Investor which states the amount of Securities which the Company intends to sell to the Investor on a Closing.
2.3 CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SECURITIES. Notwithstanding anything to the contrary in this Agreement, the Investor may choose to reduce the Investment Amount under this Agreement if at Closing (i) the Registration Statement is not effective, (ii) if the Common Stock has been suspended from trading on the Trading Market, (iii) or if there is an injunction issued and remaining in force or an action commenced by a governmental authority prohibiting the purchase or the issuance of the Securities.
2.4 MECHANICS OF CLOSING. The Closing shall occur no later than the five (5) Business Days following receipt of Securities by Investor’s custodian. At Closing, the Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated by the Company.
2.5 LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be entitled to purchase that number of Securities, which when added to the sum of the number of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d- 3 of the 1934 Act), by the Investor, would exceed 4.99% of the Common Stock outstanding at Closing, as determined in accordance with Rule 13d-1(j) of the 1934 Act.
2.6 RETURN OF WARRANT; ADDITIONAL SHARES. Investor shall return to the Company the warrant to purchase 500,000 shares of common stock in the Company issued on June 8, 2021 titled “Common Stock Purchase Warrant,” which the parties shall consider null and void as of the date of this Agreement. Investor shall retain the 25,000 shares of common stock in the Company issued pursuant to the Original Agreement as an “Administrative Fee” and shall be entitled to an additional 25,000 shares of common stock, which shall be issued within a reasonable period of time following execution of this Agreement.
SECTION III
INVESTOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS
3.1 | NO SHORT SALES. No short sales shall be permitted by the Investor or its affiliates. |
3.2 INVESTMENT PURPOSE. The Investor is entering into this Agreement and acquiring the Securities for investment purposes.
3.3 ACCREDITED INVESTOR STATUS. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D.
3.4 ACKNOWLEDGEMENT OF TERMS. The Investor hereby represents and warrants to the Company that: (i) it is voluntarily entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Investor, and (iv) the Investor has had independent legal counsel of its own choosing review this Agreement, advise the Investor with respect to this Agreement, and represent the Investor in connection with this Agreement.
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3.5 DUE EXECUTION. This Agreement, and any and all other documents required to be executed and delivered by the Investor pursuant to this Agreement, have been duly executed and delivered by the Investor and constitute a valid, legal and binding obligation on the Investor that is enforceable against the Investor in accordance with their terms.
3.6 NO CONFLICTS. Neither the execution or delivery of this Agreement, nor any other documents required to be executed and delivered by the Investor hereunder, nor the consummation of the transactions contemplated hereby conflicts with or constitutes any violation or breach, or gives any other person any rights under any document or agreement that the Investor is a party to. Neither the Investor’s entry into this Agreement, nor the Investor’s representations made in this Agreement, constitute a violation of any order or applicable law that the Investor is subject to.
SECTION IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
that:
Except as disclosed on the Company’s SEC Documents, the Company represents and warrants to the Investor
4.1 | ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and validly |
existing in good standing under the laws of the State of Nevada, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. Both the Company and the companies it owns or controls (“Subsidiaries”) are duly qualified to do business and are in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, a material adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Agreement.
4.2 | AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS. |
i. | The Company has the requisite corporate power and authority to enter into the Agreement and to issue the Securities in accordance with the terms hereof. |
ii. | The execution and delivery of the Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders. |
iii. | The Agreement has been duly and validly executed and delivered by the Company. |
iv. | This Agreement constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. |
4.3 ISSUANCE OF SECURITIES. The Company will reserve the number of Securities included in the Company’s Registration Statement for issuance pursuant to the Agreement, which have been duly authorized and reserved (subject to adjustment pursuant to the Company’s covenant set forth in Section 5.5 below) pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid for and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. In the event the Company cannot register a sufficient number of Securities for issuance pursuant to this Agreement, the Company will use its best efforts to authorize and reserve for issuance the number of Securities required for the Company to perform its obligations hereunder as soon as reasonably practicable.
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4.4 DILUTIVE EFFECT. The Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect on the shareholders of the Company. The Board of Directors of the Company has concluded, in its good faith business judgment, and with full understanding of the implications, that such issuance is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Agreement, its obligation to issue Securities upon purchases pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.
4.5 NO EXCLUSIVITY. The Company may pursue a similar transaction with any other party during the time from the Execution Date to the Closing as well as prior to then and thereafter.
SECTION V
COVENANTS OF THE COMPANY
5.1 BEST EFFORTS. The Company shall use all commercially reasonable efforts to timely satisfy each of the conditions set forth in this Agreement.
5.2 REPORTING STATUS. From the Execution Date and until Closing or until this Agreement terminates pursuant to Section 6, the Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status, or take an action or fail to take any action, which would terminate its status as a reporting company under the 1934 Act.
5.3 USE OF PROCEEDS. The Company will use the proceeds from the sale of the Securities for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in good faith deem to be in the best interest of the Company.
5.4 FINANCIAL INFORMATION. During the time from the Execution Date and until Closing or until this Agreement terminates pursuant to Section 6, the Company agrees to make available to the Investor via EDGAR or other electronic means the following documents and information on the forms set forth: (i) within five (5) Business Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K and any registration statements or amendments filed pursuant to the 1933 Act; (ii) copies of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to the shareholders; and (iii) within two (2) calendar days of filing or delivery thereof, copies of all documents filed with, and all correspondence sent to, the Trading Market, any securities exchange or market, or the Financial Industry Regulatory Association, unless such information is material nonpublic information.
5.5 RESERVATION OF SECURITIES. The Company shall take all action necessary to at all times have authorized, and reserved the amount of Securities included in the Company’s Registration Statement for issuance pursuant to the Agreement. In the event that the Company determines that it does not have a sufficient number of Common Stock to reserve and keep available for issuance as described, the Company shall use all commercially reasonable efforts to increase the number of Common Stock by seeking shareholder approval.
5.6 TRADING. The Company shall maintain the trading of the Common Stock on the Trading Market or any other national securities exchange and automated quotation system, if any, upon which Common Stock are then trading and shall maintain, such trading until earlier to occur, the Closing of this Agreement terminated pursuant to Section 6. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Trading Market (excluding suspensions of not more than one (1) Business Day resulting from business announcements by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Trading Market regarding the continued eligibility of the Common Stock for trading on such automated quotation system or securities exchange. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5.6.
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5.7 CORPORATE EXISTENCE. The Company shall use all commercially reasonable efforts to preserve and continue the corporate existence of the Company.
5.8 NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION STATEMENT. The Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of the Registration Statement: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement related prospectus or documents so that, in the case of an Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus.
5.9 TRANSFER AGENT. The Company shall deliver instructions to its transfer agent to issue Securities to the Investor that are issued to the Investor pursuant to this Agreement.
5.10 ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.
SECTION VI EXPIRATION
6.1 TERMINATION. This Agreement shall expire on the earlier of (i) when the Investor has purchased One Million Dollars ($1,000,000) of Securities pursuant to this Agreement or (ii) June 30, 2022.
SECTION VII
INTENTIONALLY LEFT BLANK
SECTION VIII
GOVERNING LAW, LEGAL FEES, SURVIVAL
8.1 LAW GOVERNING THIS AGREEMENT. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in Los Angeles, California. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
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Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
8.2 LEGAL FEES; AND MISCELLANEOUS FEES. Except as otherwise set forth in the Agreement, including but not limited to the Administrative Fee, each party shall pay the fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys’ fees and expenses incurred by either the Company or the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached this Agreement and/or defaulted, as the case may be.
8.3 SURVIVAL. The representations and warranties of the Company and the Investor contained in this Agreement shall survive the Closing and the expiration of this Agreement.
SECTION IX
NON-DISCLOSURE OF NON-PUBLIC INFORMATION
The Company shall not disclose non-public information to the Investor.
Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of this Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands this Agreement, and the representations made by the undersigned in this Agreement are true and accurate, and agrees to be bound by its terms.
Company
/s/ Carsten Falk
Investor
/s/ Jared A
PURCHASE NOTICE
Date ___________
Investor,
This is to inform you that as of today the Company hereby elects to exercise its right pursuant to this Agreement to sell you ______ Securities.
Regards, Company
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Wikisoft Corp. (OTCQB:WSFT) Announces Entry Into Amended and Restated Common Stock Purchase Agreement with Triton Funds
Wikisoft Corp. (the “Company,” “we,” and “our”) (OTCQB:WSFT) today announced that on August 17, 2021, it has entered into an Amended and Restated Common Stock Purchase Agreement (the "Amended Purchase Agreement") with TRITON FUNDS, LP, a Delaware limited partnership ("TRITON FUNDS") amending and restating the original Common Stock Purchase Agreement between the Company and TRITON FUNDS which was signed on June 8th 2021 (the “Original Agreement”).
The Company and TRITON FUNDS previously entered into the Original Agreement, pursuant to which, TRITON FUNDS agreed to purchase Seven Hundred and Fifty Thousand Dollars ($750,000) worth of shares of the Company’s common stock after a Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”) at a fixed price of $1.50 per share.
Pursuant to the Amended Purchase Agreement, TRITON FUNDS agreed to purchase One Million Dollars ($1,000,000) worth of shares of the Company’s common stock, in tranches of up to $100,000, after a Registration Statement is declared effective by the SEC at purchase price equal to 85% of the lowest daily Volume Weighted Average Price of the Company’s common stock five (5) business days prior to each closing.
This press release does not constitute an offer of any securities for sale.
ABOUT WIKISOFT CORPORATION
In line with increasing globalization, we believe that there is a growing demand for access to credible company and employee information worldwide. Wikisoft’s flagship online platform, Wikiprofile.com, aims to be a powerful solution with tools and resources for businesses and business professionals to find valid information quickly and easily so that they can make informed career and hiring decisions.
Our vision is to create opportunity globally for business professionals and businesses to make informed career and hiring decisions. Manifesting this vision requires scaling information technology with high data validity across the key pillars: business professionals, businesses, job opportunities and professional skills. By pursuing this vision, we believe Wikisoft Corp. can enable users to connect to business opportunities on a global scale. In line with increasing globalization, there is a growing demand for access to credible business and employee information worldwide.
FORWARD-LOOKING STATEMENTS
This press release contains statements of a forward-looking nature about the Company. You can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "future" or other similar expressions. The Company has based these forward-looking statements primarily on the Company's current expectations and projections about future events and financial trends that the Company believes may affect Company's financial condition, results of operations, business strategy, and financial needs. There is no assurance that the Company's current expectations and projections are accurate.
All forward-looking statements in this press release are based on the Company's information on the date hereof. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results to differ materially from those implied by the forward-looking statements. The Company operates in a rapidly evolving environment. New risk factors emerge from time to time. The Company does not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. This press release does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities of the Company. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
CONTACT
WikiSoft Corp.
315 Montgomery Street, San Francisco,
CA 94104, USA
Phone: +1-800-706-0806
Email: investor@wikisoft.com
Investor site: www.wikisoft.com
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