8-K
filed September 5, 2023, 7:59 PM ET
CIK 0001957783
other material
confidence high
sentiment neutral
materiality 0.75
MachTen, Inc.: M&A transaction — MachTen spun off from LICT; 81% distributed to LICT shareholders; OTC ticker MACT
MachTen, Inc.
- LICT distributed 2,565,485 shares (81%) of MachTen to LICT holders of record July 31, 2023.
- Each LICT share received 150 MachTen shares; LICT retains 605,980 shares (19%), plans disposal within 5 years.
- MachTen expects to trade on OTC Pink under MACT; holds UPTC, MCBC, Alpha (Michigan telecom/broadband).
- Entered Separation, Transitional Services (up to 3 months), Voting, and Tax Indemnity agreements with LICT.
- Spin-off intended to be tax-free to LICT stockholders for U.S. federal income tax purposes.
Key facts
Extracted from this filing and checked against the source text.
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
MachTen, Inc. completed a disposition involving LICT Corporation (closed 2023-08-31).
- Action
- disposition
- Counterparty
- LICT Corporation
- Closing
- 2023-08-31
Exact text from the filing
On August 31, 2023, LICT Corporation (“LICT”) distributed to the holders of its common stock, by way of a pro rata dividend (the “Distribution”), approximately 81% of the common stock of MachTen, Inc. (the “Company”), or 2,565,485 shares
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
MachTen, Inc. entered into Separation and Distribution Agreement with LICT Corporation valued at provides for, among other things, the mechanics for effecting the Distribution as well as certain on (effective 2023-08-31).
- Action
- entry
- Agreement
- supply
- Counterparty
- LICT Corporation
- Value
- provides for, among other things, the mechanics for effecting the Distribution as well as certain on
- Effective
- 2023-08-31
Exact text from the filing
On August 31, 2023, LICT Corporation (“LICT”) distributed to the holders of its common stock, by way of a pro rata dividend (the “Distribution”), approximately 81% of the common stock of MachTen, Inc. (the “Company”), or 2,565,485 shares, with LICT retaining approximately 19% of the common stock of the Company, or 605,980 shares, which amount includes shares acquired by LICT in the Distribution resulting from open market purchases of LICT common stock subsequent to the record date (as defined below).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
MachTen, Inc. entered into Voting Agreement with LICT Corporation valued at specifies that LICT grants the Company a proxy to vote the shares of common stock of the Company tha (effective 2023-08-31).
- Action
- entry
- Agreement
- supply
- Counterparty
- LICT Corporation
- Value
- specifies that LICT grants the Company a proxy to vote the shares of common stock of the Company tha
- Effective
- 2023-08-31
Exact text from the filing
On August 31, 2023, LICT and the Company entered into the following agreements: · a Separation and Distribution Agreement, which provides for, among other things, the mechanics for effecting the Distribution as well as certain ongoing responsibilities of LICT and the Company subsequent to the Distribution; · a Transitional Services Agreement, which, among other things, specifies that LICT will provide the Company, with certain transitional services, including accounting, financial reporting and consolidation services, including the services of a financial and operations principal, for a period of up to three (3) months from the date of Distribution, subject to extension; · a Voting Agreement, which, among other things, specifies that LICT grants the Company a proxy to vote the shares of common stock of the Company that LICT owned in proportion to the votes cast by the Company’s other stockholders;
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
MachTen, Inc. entered into Transitional Services Agreement with LICT Corporation valued at specifies that LICT will provide the Company, with certain transitional services, including accounti (effective 2023-08-31).
- Action
- entry
- Agreement
- supply
- Counterparty
- LICT Corporation
- Value
- specifies that LICT will provide the Company, with certain transitional services, including accounti
- Effective
- 2023-08-31
Exact text from the filing
On August 31, 2023, LICT and the Company entered into the following agreements: · a Separation and Distribution Agreement, which provides for, among other things, the mechanics for effecting the Distribution as well as certain ongoing responsibilities of LICT and the Company subsequent to the Distribution; · a Transitional Services Agreement, which, among other things, specifies that LICT will provide the Company, with certain transitional services, including accounting, financial reporting and consolidation services, including the services of a financial and operations principal, for a period of up to three (3) months from the date of Distribution, subject to extension;
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
MachTen, Inc. entered into Tax Indemnity and Sharing Agreement with LICT Corporation valued at contains certain agreements and covenants related to tax matters involving LICT and the Company and (effective 2023-08-31).
- Action
- entry
- Agreement
- supply
- Counterparty
- LICT Corporation
- Value
- contains certain agreements and covenants related to tax matters involving LICT and the Company and
- Effective
- 2023-08-31
Exact text from the filing
On August 31, 2023, LICT and the Company entered into the following agreements: · a Separation and Distribution Agreement, which provides for, among other things, the mechanics for effecting the Distribution as well as certain ongoing responsibilities of LICT and the Company subsequent to the Distribution; · a Transitional Services Agreement, which, among other things, specifies that LICT will provide the Company, with certain transitional services, including accounting, financial reporting and consolidation services, including the services of a financial and operations principal, for a period of up to three (3) months from the date of Distribution, subject to extension; · a Voting Agreement, which, among other things, specifies that LICT grants the Company a proxy to vote the shares of common stock of the Company that LICT owned in proportion to the votes cast by the Company’s other stockholders; and · a Tax Indemnity and Sharing Agreement, which, among other things, contains certain
View on SEC.gov
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