ITEM 1.01-ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 1, 2021, we completed the closing of the transaction contemplated by the
Asset Purchase Agreement with Andrei Seleznev, Nikolay Alekseev, and Ilia
Alekseev (collectively, "Sellers"), dated May 12, 2021, to purchase the assets
comprising the Wind Turbine Technology (as defined in the agreement). In
exchange for those assets, we paid $100,000 in cash on May 25 and May 26, 2021,
and issued 14,289 shares of our common stock to Sellers, which were valued at
approximately $800,000 based on the average of the closing price per share of
our common stock for the 30 trading days prior to the effective date of the
agreement. Each Seller agreed to not offer, sell, contract to sell, pledge,
hypothecate, grant any option to purchase or make any short sale of, or
otherwise dispose of any these shares for the period commencing on the closing
date and terminating 18 months thereafter. In addition, we entered into
employment agreements with each Seller to further develop the wind turbine
technology and acquired assets. Before this transaction, we had no material
relationship with any of the Sellers.
The above securities were issued in reliance on the exemption from registration
provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for
transactions not involving any public offering. Each Seller is an "accredited
investor" as defined in Rule 501(a) of Regulation D and confirmed the foregoing
and acknowledged, in writing, that the securities were acquired and will be held
for investment. No underwriter participated in the offer and sale of these
securities, and no commission or other remuneration was paid or given directly
or indirectly in connection therewith.
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