TMTG Files 8-K: Material Agreement, Equity Sales

TL;DR

TMTG filed an 8-K on July 3rd detailing a material definitive agreement and unregistered equity sales.

AI Summary

On July 3, 2024, Trump Media & Technology Group Corp. (TMTG) entered into a material definitive agreement related to unregistered sales of equity securities. The filing also includes information on Regulation FD disclosure and other events, along with financial statements and exhibits.

Why It Matters

This filing indicates potential new equity transactions and material agreements for Trump Media & Technology Group, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can introduce uncertainty and potential dilution, impacting stock price and investor confidence.

Key Players & Entities

• Trump Media & Technology Group Corp. (company) — Registrant
• July 3, 2024 (date) — Date of Report
• Digital World Acquisition Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common stock, par value $0.0001 per share DJT The Nasdaq Stock Mark
• $11.50 — re common stock at an exercise price of $11.50 DJTWW The Nasdaq Stock Market LLC
• $2,500,000,000 — obligation, to sell to Yorkville up to $2,500,000,000 of its Common Stock, subject to certain
• $25,000 — (i) a structuring fee in the amount of $25,000 and (ii) a commitment fee in the form o
• $31.73 — price of such sales would be less than $31.73 and the number of shares issued would e
• $17,500,000 — ial exploitation. The purchase price of $17,500,000 will be payable by the Company in four

Filing Documents

• ny20031506x2_8k.htm (8-K) — 131KB
• ny20031506x2_ex10-1.htm (EX-10.1) — 455KB
• ny20031506x2_ex10-2.htm (EX-10.2) — 121KB
• ny20031506x2_ex10-3.htm (EX-10.3) — 219KB
• ny20031506x2_ex10-4.htm (EX-10.4) — 95KB
• ny20031506x2_ex99-1.htm (EX-99.1) — 16KB
• 0001140361-24-032410.txt ( ) — 1419KB
• djt-20240703.xsd (EX-101.SCH) — 4KB
• djt-20240703_def.xml (EX-101.DEF) — 18KB
• djt-20240703_lab.xml (EX-101.LAB) — 27KB
• djt-20240703_pre.xml (EX-101.PRE) — 20KB
• ny20031506x2_8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement. Asset Acquisition Agreement In connection with the roll out of the Trump Media & Technology Group Corp. (the " Company " or " TMTG ") content delivery network (" CDN ") technology, on July 3, 2024, the Company , WorldConnect Technologies, L.L.C. (" WCT "), WorldConnect IPTV Solutions, LLC (" Solutions ") and JedTec, L.L.C. (" JedTec ") entered into an asset acquisition agreement (the " Asset Acquisition Agreement "), pursuant to which the Company agreed to acquire substantially all of the assets of WCT or its affiliate, which mainly included certain agreements, including an option agreement (the " Option Agreement "), dated February 5, 2024, by and between WCT, Perception Group, Inc., Perception TVCDN Ltd., and FORA, FOrum RAunalnitva, d.o.o., as amended and restated (each of the parties thereto other than WCT, collectively, " Perception "), as well as ancillary agreements related to the source code purchase (the " Source Code Purchase Agreement ") and support and maintenance (the " Support and Maintenance Agreement ", together with the Source Code Purchase Agreement, the " CDN Agreements "). The transaction is expected to close on the date the Company has implemented the Perception Software and Network (as defined below) with all back-end API services having become generally available on iOS, Google/Android, and web media services and with streaming enabled from at least one data-center, which closing is expected to occur as soon as July 2024 (the " Closing Date "), subject to customary closing conditions. There can be no assurance that the Company will complete the transaction as described. Pursuant to the Option Agreement on the Closing Date, WCT will enter and assign to the Company the CDN Agreements, which are expected to be used for the roll out of the CDN technology for the Truth platform (the updated version of the Company's Truth Social web and mobile application with streaming enabled using intel

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the common stock is incorporated by reference into this Item 3.02. The Shares to WCT will be issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act. The recipients of the Shares are "accredited investors" as defined in Rule 501 under the Securities Act. The Shares have not been registered under the Securities Act and thus such shares may not be offered or sold in the United States in the absence of an effective registration The offer and sale of shares of common stock pursuant to the SEPA is and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the shares of common stock, nor shall there be an offer, solicitation or sale of the shares of common stock in any This Current Report on Form 8-K, including this Item 3.02, shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

01

Item 7.01 Regulation FD Disclosure. On July 3, 2024, the Company issued a press release (the " Press Release ") in connection with the entry into the Asset Acquisition Agreement and the SEPA. The foregoing description of the Press Release is subject to and qualified in its entirety by reference to the full text of the Press Release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01

Item 8.01 Other Events. WCT Source Code Purchase Agreement Concurrently with the closing of the Asset Acquisition Agreement, and as a condition and inducement to the willingness of the Company to enter into it, WCT agreed to exercise the option to enter into and assign to the Company the Source Code Purchase Agreement and the Support and Maintenance Agreement on the Closing Date. Under the Source Code Purchase Agreement, Perception will sell a copy of the source code of the software related to the CDN technology (" Source Code ") and grant the WCT (which grant was assigned under the Asset Acquisition Agreement to the Company) an irrevocable, non-exclusive, worldwide, perpetual right and license to forever retain, copy, reproduce, use, modify, enhance, create modifications and derivative works of, display, distribute, perform, compile, execute, sublicense, and otherwise exploit the Source Code and all resulting compiled software for commercial exploitation. The purchase price of $17,500,000 will be payable by the Company in four installments to be completed by the third anniversary of the execution date of the Source Code Purchase Agreement. Further to supplement the Source Code Purchase Agreement, WCT will enter into a Support and Maintenance Agreement, under which Perception is to assist the Company in commercializing the Source Code to develop, launch, and grow the platform. The acquisition of the Source Code is effective as of the Closing Date. Pursuant to the Asset Acquisition Agreement, the Company assumes WCT's rights and obligations under the Source Code Purchase Agreement and the Support and Maintenance Agreement. In connection with the Source Code Agreement, the Company will enter into a source code escrow agreement related to the sale of the Source Code. Pursuant to such agreement, Perception will deposit a copy of the Source Code into an escrow account. Subject to certain terms and conditions, the escrow agent will hold the Source Code until Perce

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View this 8-K filing on SEC EDGAR