Electronic Servitor Publication Network, Inc.: M&A transaction — XESP completes $2.5M asset purchase and merger, issues 39.3M shares for 72% ownership

Electronic Servitor Publication Network, Inc.

Acquired Phitech assets for $2.5M plus assumed liabilities; cancelled 10M XESP shares held by Phitech.
Merged with Pointward, issuing 39.252M shares to former holders, giving them ~72% of XESP outstanding.
Pointward had no revenue, net loss of $200 in 2022, $1,601 accumulated deficit, going concern.
CEO Peter Hager controls both Phitech and Pointward; related-party transactions.
Moved headquarters to Stillwater, MN.

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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

Electronic Servitor Publication Network, Inc. underwent a change of control involving Pointward Inc. (closed 2023-12-22).

Action: change of control
Counterparty: Pointward Inc.
Closing: 2023-12-22

Exact text from the filing

Pursuant to the terms of the Merger Agreement, the Company shall be the surviving corporation and all of the outstanding capital stock of Pointward were converted into shares of the Company’s common stock.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Electronic Servitor Publication Network, Inc. completed an acquisition involving Phitech Management, LLC for $2,500,000 (closed 2023-12-22).

Action: acquisition
Counterparty: Phitech Management, LLC
Consideration: $2,500,000
Closing: 2023-12-22

Exact text from the filing

Pursuant to the terms of the Asset Purchase Agreement dated December 22, 2023, the Company has agreed to pay an aggregate purchase price of Two Million Five Hundred Thousand Dollars ($2,500,000), plus the assumption of the assumed liabilities as defined in such Asset Purchase Agreement, for Phitech’s assets, including its proprietary technology; and, upon consummation of the transaction, the Company shall cancel Ten Million (10,000,000) shares of the Company’s common stock held by Phitech, representing 100% of Phitech’s ownership of the Company, and such shares shall be returned to the Company’s treasury.

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

Electronic Servitor Publication Network, Inc. entered into Asset Purchase Agreement with Phitech valued at $2,500,000 (effective 2023-12-22).

Action: entry
Agreement: asset purchase
Counterparty: Phitech
Value: $2,500,000
Effective: 2023-12-22

Exact text from the filing

Pursuant to the terms of the Asset Purchase Agreement dated December 22, 2023, the Company has agreed to pay an aggregate purchase price of Two Million Five Hundred Thousand Dollars ($2,500,000)

View on SEC.gov

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

Electronic Servitor Publication Network, Inc. entered into Agreement and Plan of Merger with Pointward.

Action: entry
Agreement: merger
Counterparty: Pointward

Exact text from the filing

and (ii) the Company’s merger with Pointward, whereby the Company shall be the surviving corporation. Asset Purchase Agreement Pursuant to the terms of the Asset Purchase Agreement

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Source: SEC EDGAR

accession 0001683168-24-000020

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