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
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Item 1.01. Entry Into a Material Definitive Agreement.
On April 1, 2024, Evome Medical Technologies Inc., a British Columbia corporation (the "Company"), its wholly-owned subsidiary Simbex Acquisition I Corporation, a Delaware corporation ("Seller"), and EB Sports Corp., a Delaware corporation (the "Purchaser"), entered into a membership interest purchase agreement (the "Purchase Agreement"), pursuant to which the Purchaser agreed to purchase from the Seller all of the issued and outstanding membership interests owned by the Seller in Simbex LLC, a Delaware limited liability company (the "Membership Interests") for a purchase price of $3,550,000, subject to certain adjustments for working capital, indebtedness, and transaction expenses. In the Purchase Agreement, the Company, the Seller and the Purchaser made customary representations and warranties, and agreed to certain customary covenants and indemnifications provisions. The transactions contemplated by the Purchase Agreement were consummated on April 1, 2024.
The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information contained in Item 1.01 above is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 2, 2021, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act except as shall be expressly set forth by specific reference in that filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1* | Membership Interest Purchase Agreement, dated April 1, 2024, among Evome Medical Technologies Inc., Simbex Acquisition I Corporation, and EB Sports Corp. |
| 99.1 | Press Release of Evome Medical Technologies Inc. dated April 2, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* The schedules and exhibits to the Membership Interest Purchase Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules and exhibits to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| EVOME MEDICAL TECHNOLOGIES INC. | |
| Date: April 2, 2024 | By: /s/ Michael Seckler |
| Name: Michael Seckler | |
| Title: Chief Executive Officer |