Item 8.01 Other Events.
On
Total consideration is as follows: 1) GBP £800,000 cash at close, plus 2) GBP
£400,000 in a non-interest-bearing seller's note (paid in one year after close),
plus 3) a performance-based payment of up to GBP £200,000 subject to 30% revenue
growth for the calendar year after the Closing Date. The Company's balance sheet
will remain as-is during the term the LOI is active and until the Closing Date,
with no distributions, capital calls, bonuses to management or shareholders,
salary increases, adjustments to working capital, etc. for any purpose, unless
otherwise agreed by
The process is conditioned on the completion of due diligence, legal and
accounting review, documentation that is satisfactory to all parties, and the
successful raise by us of certain financing, if any. Execution of a securities
purchase agreement ("SPA") and related definitive agreements are targeted as
soon as practical but not later than
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