Other Information
−Removed: Board Member Updated
−Removed: Na Yeon ("Hannah") Oh had a status change from independent board member to a non-independent director.
−Removed: Merchant Cash Advance
−Removed: On January 8, 2024, the Company entered into a Standard Merchant Cash Advance Agreement with Cedar Advance LLC (“Cedar”) providing for the sale of receivables in the amount of $2,055,000 for the purchase price of $1,500,000.
−Removed: The Company granted Cedar a security interest in (a) all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, as those terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by the Company;
−Removed: and (b) all proceeds, as that term is defined by Article 9 of the UCC.
−Removed: The Company agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral.
−Removed: The Company paid off this loan on May 9, 2024.
−Removed: On May 9, 2024, the Company entered into a Standard Merchant Cash Advance Agreement with Cedar providing for the sale of receivables in the amount of $2,720,000 for the purchase price of $2,000,000.
−Removed: The Company granted Cedar a
−Removed: security interest in (a) all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, as those terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by the Company;
−Removed: and (b) all proceeds, as that term is defined by Article 9 of the UCC.
−Removed: The Company agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral.
+Added: On October 9, 2024, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split, which became effective 12:01 am eastern on October 18, 2024.
+Added: As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding on the effective date were consolidated into one issued and outstanding share.
+Added: All stockholders who would be entitled to receive fractional shares as a result of the Reverse Stock Split received one whole share for their fractional share interest.
+Added: There was no change in the par value of our common stock.
+Added: The Company effectuated the Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per share with the goal of bringing the Company back into compliance with
+Added: Nasdaq Listing Rule 5550(a)(2).
+Added: The Company received notice from Nasdaq on November 1, 2024, indicating that the Company regained compliance with the minimum bid price requirement under the Rule.
+Added: The Company’s common stock began trading on a split-adjusted basis on Nasdaq at the commencement of trading on October 18, 2024 under the Company’s existing symbol “SDOT.” The Company’s common stock has been assigned a new CUSIP number of 627333305 in connection with the Reverse Stock Split.
+Added: However, following the Reverse Stock Split, certain brokerage and clearing firms requested roundup shares totaling more than 187,000 shares of the Company's common stock (the “Additional Shares”) notwithstanding the fact that the Company beneficial holders historically have been less than 7,000 prior to the Reverse Stock Split.
+Added: The Company is investigating this matter further in an effort to determine if it has been the subject of fraud and will again evaluate the request for the Additional Shares once its investigation is complete.
Exhibit Description
7 unchanged sentences
3.6+ Articles of Merger (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 26, 2023).
+Added: 3.7+ Certificate of Change to NRS 78.209 filed with the Nevada Secretary of State on October 9, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 16, 2024).
4.1+ Form of Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)
65 unchanged sentences
/s/ Michael J.
−Removed: August 13, 2024
+Added: November 12, 2024
Chief Executive Officer (Principal Executive Officer)
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.