Samsara Luggage, Inc.: M&A transaction — Samsara Luggage acquires seven emergency-response companies from majority owner for Series B shares

Samsara Luggage, Inc.

Acquired Firebug, Georgia Fire, BCD Fire, Bull Head, E-Raptor, TVC, and ASSS from ILUS (71.1% owner pre-deal).
Consideration: 350,000 restricted Series B shares (convertible to 350M common) plus milestone payments up to $10M based on revenue targets.
ILUS ownership increases to 89.1% of voting rights post-transaction; transaction is related-party without customary reps/warranties.
Targets: $20M revenue by end of 2024 and $32M by end of 2025 trigger additional milestone payments.
Financial statements of acquired companies will be filed within 71 days via amendment.

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

Samsara Luggage, Inc. completed an acquisition involving Ilustrato Pictures International, Inc. for 350,000 restricted shares of Series B stock (closed 2024-02-23).

Action: acquisition
Counterparty: Ilustrato Pictures International, Inc.
Consideration: 350,000 restricted shares of Series B stock
Closing: 2024-02-23

Exact text from the filing

by ILUS as the Emergency Response Technologies “ERT. The consideration for the sale of the equity interests in the foregoing companies was paid by the Company by issuing to ILUS 350,000 restricted shares of Series B stock (the “Shares”) and further milestone payment/s should applicable performance targets referenced in Exhibit B be achieved. As a result, ILUS

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Samsara Luggage, Inc. entered into Stock Purchase Agreement with Ilustrato Pictures International, Inc. valued at 350,000 restricted shares of Series B stock (effective 2024-02-23).

Action: entry
Agreement: asset purchase
Counterparty: Ilustrato Pictures International, Inc.
Value: 350,000 restricted shares of Series B stock
Effective: 2024-02-23

Exact text from the filing

On February 23, 2024, Samsara Luggage, Inc., a Nevada corporation (the “Company”), entered into a Stock Purchase Agreement (the “SPA”) with Ilustrato Pictures International, Inc., a Nevada corporation (“ILUS”) which owns 71.1% of the Company.

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Source: SEC EDGAR

accession 0001213900-24-017245

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