The material terms and conditions outlined in the Letter of Intent are non-binding on the parties and the Letter of Intent (LOI) is, among other things, conditional on the execution of a definitive share purchase arrangement to be negotiated between the parties.
As part of the proposed transaction, Hank Payments plans to acquire all issued and outstanding shares of the target company. In exchange, Hank will issue common shares to the target company’s shareholders, representing a total equity value of up to USD 5.2 million.
The acquired company will also provide a mandatory advance of USD 183,796 to Hank to facilitate the closing, to be extinguished upon completion of the transaction.
The consideration shares of Hank will be issued to or immediately distributed or transferred to the shareholders of the acquired company such that, no one new entity will own directly or indirectly 10% of Hank post the transaction. Certain escrow provisions are expected to be applied to the new shareholders created through this transaction.
Completion of the contract is subject to a number of conditions, including, but not limited to, receipt of applicable regulatory approvals, completion of satisfactory due diligence and the execution of the definitive agreement and related transaction documents.
In addition to all shares, the transaction includes a discounted license structure for secure, SOC II compliant personal and business data storage allowing Hank to avoid significant costs related to R&D and intellectual property. The platform is expected to be leveraged by consumers and Hank, as well as driving multiple new revenue streams leveraging the additional intellectual property purchased as part of the transaction.
The transaction is expected to close in September 2024.