ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 16, 2021, Sergey Peredkov, the former principal shareholder, Chief
Executive Officer, Secretary and Director of Biosecurity Technology, Inc.,
formerly known as Axelerex Corp. (the "Registrant"), consummated the sale of
5,000,000 shares (the "Shares") of the Registrant's common stock, par value
$0.001 per share (the "Common Stock") to M3 Equity Partners, LLC ("M3). The
acquisition of the Shares, which represent approximately 70% of the Registrant's
shares of outstanding Common Stock, resulted in a change in control of the
Registrant. In connection with the sale of the Shares, Mr. Peredkov and Vladimir
Orekhovsky, the Registrant's former Treasurer, resigned in any and all
capacities as officers and directors of the Company and waived, forgave and
discharged any indebtedness of any kind owed to them by the Registrant.
Effective February 16, 2021, the Registrant executed an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement") by and among the Registrant,
BST Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the
Registrant ("Acquisition") and Biosecurity Technology LLC, a Wyoming limited
liability company ("BST"). Pursuant to the Merger Agreement, all of the issued
and outstanding membership interests of BST (the "BST Interests") issued and
outstanding prior to the effective date of the Merger Agreement shall be
converted into the right to receive Twenty-Eight Million (28,000,000) newly
issued shares of Common Stock of the Registrant (the "Merger Shares"). The
Registrant and M3 agreed that following the consummation of the Merger, the
Registrant would retire 7,108,000 shares of issued and outstanding Common Stock.
For a description of the Merger, and the material agreements entered into
therewith, please see Item 2.01 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.
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Contemporaneously with the closing of the Merger, the Registrant and M3 entered
into a form of Securities Purchase Agreement (the "SPA") whereby M3 subscribed
for 6,410,000 shares of Common Stock for a subscription in the amount of
$1,602,500. On February 22, 2021, M3 and the Registrant consummated an
additional SPA whereby M3 purchased an additional 2,600,000 shares for a
subscription in the amount of $650,000. The Registrant agreed to issue an
additional Four Million (4,000,000) shares of Common Stock in escrow for
additional future offerings of Common Stock until February 28, 2021, at which
time if the shares in escrow are not sold, they shall be retired and returned to
the treasury.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As described in Section 1.01, on February 16, 2021, the Company executed an
Agreement and Plan of Merger (as defined earlier as the "Merger Agreement").
The foregoing descriptions of the above referenced agreements do not purport to
be complete. For an understanding of their terms and provisions, reference
should be made to the Merger Agreement attached as Exhibit 10.1 to this Current
Report on Form 8-K.
Also effective February 16, 2021, the Registrant entered into consulting
agreements with certain parties to provide consulting services to the Registrant
in consideration for Ten Million (10,000,000) shares of the Company's Common
Stock at the exercise price of $0.25 per share with an expiration date of seven
(7) years from the date of the Closing.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As disclosed in Item 2.01, which disclosures are hereby incorporated by
reference, in connection with the Merger, the Registrant issued an aggregate of
28,000,000 shares of its Common Stock to the equityholders of BST. Additionally,
the Registrant issued an additional 9,010,000 shares of Common Stock for
subscriptions in the amount of $2,252,500 and warrants to purchase an additional
10,000,000 shares of Common Stock..
All of the securities referred to, above, were issued without registration under
the Securities Act of 1933, as amended (the "Securities Act") in reliance on the
exemptions provided by Section 4(a)(2) of the Securities Act as provided in Rule
506(b) of Regulation D promulgated thereunder. All of the foregoing securities
as well the Common Stock issuable upon conversion or exercise of such
securities, have not been registered under the Securities Act or any other
applicable securities laws and are deemed restricted securities, and unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from the registration requirements of the Securities Act.
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
The disclosures set forth in Item 2.01 are hereby incorporated by reference into
this Item 5.01.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
Resignation of Sergey Peredkov as Director, President, Chief Executive Officer
and Secretary
On February 16. 2021, Sergey Peredkov submitted to the Company notice of his
resignation from his position as a member of the Board, President, Chief
Executive Officer and Secretary of the Company effective immediately. Mr.
Peredkov's resignation was a result of the Merger.
Resignation of Vladimir Orekhovsky as Treasurer
On February 16. 2021, Vladimir Orekhovsky submitted to the Company notice of his
resignation from his position as Treasurer of the Company effective immediately.
Mr. Orekhovsky's resignation was a result of the Merger.
Appointment of Dan Lynn as Chairman of the Board, Chief Executive Officer, Chief
Scientific Officer, Treasurer and Secretary.
On February 16, 2021, Daniel Lynn, was appointed as Chairman of the Board, Chief
Executive Officer, Chief Scientific Officer, Treasurer and Secretary of the
Registrant.
Daniel Lynn, 66, has served as the head of Biosecurity Technology LLC since its
founding in October 2018. Mr. Lynn holds an M.S. in Applied Science and
Technology as well as a degree in Health and Safety and Certified by Homeland
Security in Agroterrorism and Biosecurity from University of Tennessee. His
qualifications include HACCP certification from the US Department of Commerce
and infectious disease certification in New York and New Jersey. The products
and systems derived from Lynn's work are integral to the operation of Fortune
500 companies throughout the world.
In connection with Mr. Lynn's appointment, the Registrant and Mr. Lynn entered
into an employment agreement for a term lasting until December 31, 2025 and
automatically renewed unless prior notice is given by either part at least sixty
(60) days prior to the expiration of the term. The agreement provides and annual
salary of $240,000 subject to discretionary increases if approved by the Board
of Directors, with cost of living increases, and subject to bonuses if other
executives of the Registrant are given bonuses In addition, Mr. Lynn .received a
grant of 1,000,000 shares of Common Stock of which 500,000 shares vest
immediately and 500,000 shares vest on February 15, 2022. The employment
agreement also contains customary covenants regarding confidentiality,
non-disclosure, non-competition, non-solicitation, non-disparagement, and
proprietary rights. A copy of the agreement is filed as Exhibit 10.5 to this
report and incorporated herein by reference.
Also on February 16, 2021, the Board of Directors and majority shareholder
approved and adopted the Biosecurity Technology, Inc. 2021 Equity Incentive Plan
(the "Plan"). The Plan provides for the grant of incentive stock options,
nonstatutory stock options, restricted stock awards, restricted stock unit
awards, stock appreciation rights, performance stock awards, performance cash
awards, and other stock-based awards, collectively, the "stock awards." Stock
awards may be granted under the Plan to our employees, directors and
consultants. A maximum number of 4,000,000 shares of Common Stock are available
for issuance under the Plan.
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ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On February 16, 2021, the Registrant's Board of Directors and majority
shareholder approved an amendment to the Registrant's Articles of Incorporation
(the "Amendment") to (i) change the name of the corporation to Biosecurity
Technology, Inc. and (ii) to increase the number of its authorized shares of
capital stock from 75,000,000 to 110,000,000 shares of which 100,000,000 shares
were designated common stock, par value $0.001 per share (the "Common Stock")
and 10,000,000 shares were designated "blank check" preferred stock, par value
$0.001 per share (the "Preferred Stock").
Also on February 16, 2021, the Board of Directors and majority shareholder
approved an amendment to the bylaws of the Registrant (the "Bylaws"), effective
immediately, to, among other things, provide certain conforming, modernizing and
clarifying changes to the Bylaws.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
Number Description
3.1 Amended and Restated Articles of Incorporation
3.2 Amended and Restated Bylaws
4.1 Biosecurity Technology, Inc. 2021 Equity Incentive Plan
10.1 Agreement and Plan of Merger and Reorganization
10.2 Form of Securities Purchase Agreement
10.3 Form of Consulting Agreement
10.4 Form of Warrant Agreement
10.5 Employment Agreement with Dan Lynn
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