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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): October 6, 2023
SIGMA
ADDITIVE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-38015 |
|
27-1865814 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (505) 438-2576
Former
name or former address, if changed since last report
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
SASI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On
October 6, 2023, Sigma Additive Solutions, Inc. (“we,” “us,” “our,” “Sigma” or the “company”)
entered into an Asset Purchase Agreement with Divergent Technologies, Inc., or Divergent, pursuant to which have agreed to sell to Divergent,
and Divergent has agreed to purchase from us, certain assets consisting primarily of patents, software code and other intellectual property
for a purchase price of $1,626,242, including a $37,000 earnest-money deposit previously paid to us by Divergent.
The
closing under the Asset Purchase Agreement is expected to occur subsequent to the closing or termination of our previously announced
acquisition of NextTrip Holdings, Inc. The parties’ respective obligations to close are subject to the accuracy of the parties’
respective representations and warranties and performance of their respective covenants and satisfaction or waiver of other customary
conditions specified in the Asset Purchase Agreement.
The
Asset Purchase Agreement contains customary representations and warranties which will survive for one year following the closing. The
Asset Purchase Agreement also contains restrictive covenants regarding the conduct of our business pending the closing.
In
the interim, between the signing date and closing date or termination of
the Asset Purchase Agreement, we have granted Divergent a non-exclusive, non-transferable, non-sublicensable (except to Divergent
customers and affiliates), limited, irrevocable (except in connection with the termination of the Asset Purchase Agreement in
certain circumstances as described below), worldwide, royalty-free license to the “Licensed IP” (as defined) for testing,
evaluation, and commercialization purposes.
The
Asset Purchase Agreement may be terminated by (i) mutual agreement of parties, (ii) by us if Divergent does not pay the purchase price
of the assets or otherwise does not comply with the Asset Purchase Agreement, (iii) by Divergent if we fail to provide specified deliverables
or otherwise breach our covenants set forth in the Asset Purchase Agreement, or the closing date does not occur
by January 31, 2024. The earnest-money deposit is to be refunded promptly following the termination of the Asset Purchase Agreement for
any reason. The license of the Licensed IP under the Asset Purchase Agreement may be revoked by us solely in the event of Buyer’s
termination of the Asset Purchase Agreement or failure to purchase the assets as of the closing date in bad faith, termination of the
Asset Purchase Agreement as described in clause (iii), above, or our termination of the Asset Purchase Agreement as described in clause
(ii), above. The parties agree in the Asset Purchase Agreement that upon any revocation of such license, they will negotiate terms regarding
continuation of such license in good faith.
The
foregoing description of the Asset Purchase Agreement does not purport to be complete and is subject to and qualified in its entirety
by the full text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item
7.01. Regulation FD Disclosure
On
October 13, 2023, Sigma issued a press release announcing the signing of the Asset Purchase Agreement, the text of which is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 7.01. The information in this
Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
October 13, 2023 |
SIGMA
ADDITIVE SOLUTIONS, INC. |
|
|
|
|
By:
|
/s/
Jacob Brunsberg |
|
Name:
|
Jacob
Brunsberg |
|
Title: |
President
and Chief Executive Officer |
Exhibit 10.1
Exhibit 99.1
Sigma
Additive Solutions Announces Signing of Definitive Agreement for NextTrip Acquisition
Concurrently,
Sigma Additive Solutions Announces Definitive Agreement to Sell In-Process Quality Assurance Assets to Divergent Technologies,
Inc.
Santa
Fe, NM and Sunrise, FL – October 13, 2023 – Sigma Additive Solutions, Inc. (NASDAQ:SASI) (“Sigma”,
“we,” “our,” or the “Company”), a provider of quality assurance software to the commercial 3D printing
industry, today announced the signing of a definitive agreement (the “Agreement”) for the acquisition of NextTrip Holdings,
Inc., a travel technology company based in Sunrise, Florida (“NextTrip”). Additionally, Sigma has signed a definitive asset
purchase agreement (the “APA”) to sell its in-process quality assurance technology suite of assets to Divergent Technologies,
Inc. (Divergent), inventor of the Divergent Adaptive Production System (DAPSTM) and parent company of the performance automotive company
CZV, Inc. (Czinger Vehicles) assets.
NextTrip
Transaction Terms
| ● | Pursuant
to the terms and conditions of the Agreement, Sigma will acquire 100% of the capital stock
of NextTrip in exchange for shares of Sigma common stock constituting 19.99% of its outstanding
common stock plus additional contingent shares of Sigma common stock upon the achievement
of post-closing milestone earnouts tied to the business performance of NextTrip. |
| ● | Assuming
all business milestones are achieved, NextTrip will receive a total of 6 million shares of
our common stock, resulting in existing Sigma holders retaining, on a pro forma basis, 9.8%
of the total outstanding shares. Based on an analysis by Sigma’s financial advisors,
NextTrip has an implied enterprise valuation of approximately $50 million. |
| ● | Following
a period of strategic realignment which is tied to certain NextTrip business objectives,
NextTrip’s potential future initiatives will be focused on driving the company’s
renewed growth agenda, exploring strategic M&A to drive revenue synergies through the
expansion of product and travel consumer offerings, and continuing to invest in the development
of innovative technologies to connect travel customers for discovery and booking domestic
and international destinations. |
| ● | At
closing, NextTrip CEO William Kerby will become CEO of the publicly traded company and NextTrip
will have the right to appoint one member to the board of directors. |
| ● | The
remaining board seats will continue to be filled by Sigma’s current directors during
the realignment period, with NextTrip earning the right to designate additional board members
and officers upon reaching business milestones. |
| ● | The
transactions are expected to be completed in the fourth quarter of 2023, subject to regulatory
and shareholder approvals and other customary closing conditions. In connection with the
transactions, Sigma is expected to change its name to NextTrip, Inc. and to be listed on
Nasdaq under a new trading symbol reflecting the NextTrip name. |
| ● | Until
the NextTrip transaction closes, Sigma Additive Solutions and NextTrip will remain separate,
independent companies and will continue to operate as such. |
| ● | Lake
Street Capital Markets is acting as the financial advisor to Sigma. |
The
transaction was unanimously approved by the board of directors and will provide the opportunity for NextTrip to become a publicly traded
company on Nasdaq.
Lyndsey
North, President of NextTrip, commented, “We are pleased that this process will culminate in a transaction that maximizes value
for all shareholders and believe it will allow us to accelerate our strategic growth initiatives as a public company. We continue to
roll out key technology developments and are growing our footprint as an innovative travel technology company that specializes in using
proprietary technology, analytics, and strategic partnerships to provide specialized travel solutions in leisure, wellness, and business
travel. As a public company with access to additional sources of capital, we will be focused on scaling our travel booking engine that,
prior to the COVID-19 pandemic, had a 6 million + legacy customer database and generated over $400 million in bookings in 2019. We are
positioning NextTrip as a significant player in the travel space, leveraging over 200 direct relationships with blue-chip travel organizations,
as well as major industry suppliers for air, hotel and other travel and travel-related services to ensure robust products and an offering
of more than 2 million hotels worldwide. We look forward to solidifying our relationship with Sigma as we position NextTrip to be a disruptive
force in the industry.”
Divergent
Asset Purchase Agreement
The
Asset Purchase Agreement with Divergent sets forth the terms pursuant to which we have agreed to sell to Divergent, and Divergent
has agreed to purchase from us, certain assets consisting primarily of patents, software code and other intellectual property. In announcing
the signing of a definitive agreement with Divergent, Jacob Brunsberg, President and Chief Executive Officer of Sigma commented, “Sigma
has found a fitting home for our in-process quality assurance technology, and we are extremely excited to see Divergent build on our
foundational work in connection with its DAPS platform. This is a significant step forward for digital manufacturing quality.”
The closing under the Asset Purchase Agreement is expected to occur subsequent to the closing of our acquisition of NextTrip.
Lukas
Czinger, COO and Co-Founder of Divergent and Czinger Vehicles, said: “This strategic acquisition is of great significance as Divergent
deploys DAPS structures across the automotive, aerospace, and defense industries. Sigma’s foundational IP centered on in-process
monitoring will be integrated into and expanded on within the Divergent portfolio. The core software will be seamlessly applied to our
additive manufacturing module and will further enhance Divergent’s industry leading additive manufacturing quality management system.
Ultimately, this acquisition further supports our confidence in supplying structures for safety-critical and mission-critical
applications.”
About
NextTrip
NextTrip
is a technology-driven platform delivering innovative solutions for business and leisure travel. NextTrip Leisure provides individual
and group travelers with vacations to the most popular and sought-after destinations in Mexico, the Caribbean and across the world. NextTrip
Business is an online corporate travel and expense management solution with a large inventory of travel options and discounted rates.
NextTrip Solutions offers travel technologies that make the jobs of alternative lodging property managers, wholesalers, distributors
and other travel industry players easier and more efficient. For more information and to book a trip, visit www.NextTrip.com.
About
Divergent
Divergent
has created the world’s first end-to-end software-hardware production system for industrial digital manufacturing – the Divergent
Adaptive Production System (DAPS™) – allowing customers to design, additively manufacture, and automatically assemble complex
structures for automotive, aerospace, and defense applications. DAPS transforms the economics and environmental impact of manufacturing
complex structures for vehicles of all types by optimizing designs, dematerializing structures, and eliminating upfront capex. For more
information, please visit www.divergent3d.com.
About
Sigma Additive Solutions
Sigma
Additive Solutions, Inc. is a provider of in-process quality assurance (IPQA™) solutions to the additive manufacturing industry.
Sigma specializes in the development and commercialization of real-time monitoring and analytics known as PrintRite3D® for 3D metal
and polymer advanced manufacturing technologies. PrintRite3D detects and classifies defects and anomalies real-time during the manufacturing
process, enabling significant cost-savings and production efficiencies by reducing waste, increasing yield, and shortening cycle times.
Sigma believes its software solutions may be a major catalyst for the acceleration and adoption of industrial 3D printing. For more
information, please visit www.sigmaadditive.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation
Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,”
“estimate,” “expect,” “intend,” “plan,” “project,” “prospects,”
“outlook,” and similar words or expressions, or future or conditional verbs such as “will,” “should,”
“would,” “may,” and “could” are generally forward-looking in nature and not historical facts. These
forward-looking statements involve known and unknown risks, uncertainties and other factors, including the certainty and timing of closing
the proposed transactions. Among the important factors that could cause actual results to differ materially from those indicated by such
forward-looking statements are risks relating to, among other things, Sigma’s ability to successfully consummate the acquisition
with NextTrip, the risk that the securities of the combined company will not be approved for listing on Nasdaq or if approved, maintain
the listing ,the prospective purchase of its intellectual property assets, obtaining shareholder approval of the NextTrip transaction,
and other conditions to completion of the acquisition, and completing the acquisition and any related transactions, and, failing that,
to satisfy its capital needs through increasing its revenue and obtaining additional financing or implement an possible alternative strategic
transaction. Sigma disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result
of new information, a future event, or otherwise. For additional risks and uncertainties that could impact Sigma’s forward-looking
statements, please see disclosures contained in Sigma’s public filings with the SEC, including the “Risk Factors” in
Sigma’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and which may be viewed at www.sec.gov.
Sigma
Additive Solutions Contact
Chris
Tyson
Executive
Vice President
MZ
Group - MZ North America
949-491-8235
SASI@mzgroup.us
www.mzgroup.us
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