UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number)
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(I.R.S. Employer Identification Number)
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c/o Eastbiz.com, Inc
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| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Not applicable |
| Item 1.02 | Termination of a Material Definitive Agreement. |
On September 9, 2024, Avant Technologies, Inc. (the "Company" or "Avant") entered into a Cancellation Agreement with Wired4Health, Inc. ("W4H"), a Florida corporation, mutually agreeing to terminate the Asset Purchase Agreement ("APA") dated April 5, 2024, between the two parties.
-Background:
The APA, originally executed on April 5, 2024, between Avant and Wired4Health, pertained to the acquisition of certain technology assets, including agreements with Sentry Data Systems/Craneware, Respec, Inc., and other intellectual property rights related to Wired4Health's business operations. In consideration for the acquisition, Avant had agreed to pay Wired4Health $2,200,000, partially through a secured promissory note and preferred stock.
-Terms of the Cancellation Agreement:
As of September 9, 2024, both parties agreed to cancel and nullify the original APA under the following terms:
| 1. | Termination of the Original Agreement: The APA dated April 5, 2024, is terminated in its entirety. Any obligations under the Secured Promissory Note and related Security Agreement are rendered null and void; |
| 2. | Retention of Payments: Any payments already made by Avant in the ordinary course of business toward the promissory note are retained by Wired4Health, with the remaining balance of the promissory note deemed void and unenforceable; |
| 3. | Release of Claims: Both Avant and Wired4Health have mutually released and discharged each other from any claims, liabilities, or demands related to the APA. Neither party shall have any further obligations or claims against the other; |
| 4. | Voidance of Instruments: The Secured Promissory Note and any other instruments associated with the APA are void and have no further legal effect; |
| 5. | No Further Obligations: The parties have agreed that there are no further penalties, remedies, or obligations due to either party following the cancellation of the APA. |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
William Hisey - CFO Resignation:
Effective September 9, 2024, Mr. Hisey vacated his position as Chief Financial Officer (the “CFO”) of the Company. Mr. Hisey`s vacated without any conflicts with the Company's board of directors. Mr. Racius, the current Chief Operating Officer (the “COO”), Director, and Treasurer, was reappointed as the Company's Chief Financial Officer (the “CFO”) while continuing his roles as Director and Treasurer.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 10.1 | Cancellation Agreement between Avant Technologies, Inc. and Wired4Health, Inc. dated September 9, 2024 |
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: September 10, 2024 | AVANT TECHNOLOGIES, INC. | ||
| By: | /s/ | Vitalis Racius | |
| Name: | Vitalis Racius | ||
| Title: | Chief Operating Officer, Director & Treasurer | ||