KwikClick Reports Unregistered Equity Sales

TL;DR

KwikClick sold unregistered stock on 9/10, details TBD.

AI Summary

KwikClick, Inc. filed an 8-K on September 16, 2024, reporting unregistered sales of equity securities that occurred on September 10, 2024. The filing does not disclose specific details about the number of shares sold or the price per share, only that these transactions fall under the category of unregistered sales.

Why It Matters

This filing indicates potential dilution for existing shareholders and may signal the company's need for capital, though specific terms are not yet disclosed.

Risk Assessment

Risk Level: medium — Unregistered sales can lead to dilution and lack of transparency regarding terms and pricing, posing a moderate risk to investors.

Key Players & Entities

• KwikClick, Inc. (company) — Registrant
• September 10, 2024 (date) — Date of earliest event reported
• September 16, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 585 West 500 South, Suite 130, Bountiful, Utah 84010 (address) — Principal executive offices

FAQ

Key Financial Figures

• $500,000 — ("Investor") for cash consideration of $500,000 to the Company and consisted of 2,500,0
• $0.20 — he Company's common stock at a price of $0.20 per share and 2,500,000 stock appreciat
• $0 — arket price of the stock is higher than $0.20, the Investor benefits from the appr

Filing Documents

• kwik_8k.htm (8-K) — 23KB
• 0001683168-24-006418.txt ( ) — 186KB
• kwik-20240910.xsd (EX-101.SCH) — 3KB
• kwik-20240910_lab.xml (EX-101.LAB) — 33KB
• kwik-20240910_pre.xml (EX-101.PRE) — 24KB
• kwik_8k_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities On September 10, 2024, KwikClick, Inc. (the "Company") sold unregistered securities of the Company. The securities were sold to a single, non-affiliate purchaser ("Investor") for cash consideration of $500,000 to the Company and consisted of 2,500,000 shares of the Company's common stock at a price of $0.20 per share and 2,500,000 stock appreciation rights with a base price of $0.20 per share ("SARs"). The Stock Appreciation Rights Agreement ("SARs Agreement") allows the Investor to potentially gain from the company's stock price appreciation by converting the SARs into shares, subject to specific conditions and timelines outlined in the SARs Agreement. The SARs Agreement provides the Investor with the following rights: Grant of SARs : The agreement provides the Investor with the right to receive common stock shares of the Company. upon the appreciation of the Company's common stock. The SARs are based on a specified base price, set at $0.20 per share. Term : The SARs are valid for seven years from the grant date, allowing the Investor to exercise them anytime within this period, subject to vesting and other conditions. Vesting: The SARs fully vest six months after the grant date, giving the Investor the right to exercise them thereafter. Exercise : Once vested, the SARs can be exercised for shares. Upon exercise, the Investor will receive a number of shares equivalent to the increase in the stock's market value over the base price ($0.20). The SARs cannot be exercised for cash. Market Fluctuations : If the market price of the stock is higher than $0.20, the Investor benefits from the appreciation in the form of additional shares. If the market price is lower, the SARs hold no value and would not be exercised. Non-Transferability : The SARs cannot be transferred, except upon the Investor's death or by specific provisions outlined in the agreement. Tax Withholding : The Investor is responsible for paying any

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. KWIKCLICK, INC. /s/ Jeffrey Yates Jeffrey Yates Chief Financial Officer Dated: September 16, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR