Massimo Group Files 8-K: Material Agreement & Officer Changes

TL;DR

Massimo Group signed a big deal and shook up management on April 1st. Big changes coming?

AI Summary

Massimo Group announced on April 1, 2024, a material definitive agreement and changes in its board and officer composition. The company also reported on other events and filed financial statements and exhibits. Specific details regarding the material definitive agreement and the compensatory arrangements for officers were not fully elaborated in the provided text, but these events trigger the filing.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and potential changes in leadership or compensation, which could impact the company's future operations and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers, which can introduce uncertainty and potential risks related to execution and strategic direction.

Key Players & Entities

• Massimo Group (company) — Registrant
• April 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share MAMO The Nasdaq Stock Mar
• $4.50 — re (the " Common Stock ") at a price of $4.50 per share. On April 4, 2024, the Compan
• $5,850,000 — Offering, generating gross proceeds of $5,850,000. The Common Stock is listed on the Nasd
• $5.625 — at a per share exercise price equal to $5.625 and are exercisable at any time and fro

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex1-1.htm (EX-1.1) — 264KB
• ex4-1.htm (EX-4.1) — 102KB
• ex99-1.htm (EX-99.1) — 15KB
• ex99-1_001.jpg (GRAPHIC) — 14KB
• ex99-2.htm (EX-99.2) — 15KB
• ex99-2_001.jpg (GRAPHIC) — 4KB
• 0001493152-24-013183.txt ( ) — 720KB
• mamo-20240401.xsd (EX-101.SCH) — 3KB
• mamo-20240401_lab.xml (EX-101.LAB) — 33KB
• mamo-20240401_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2024 Massimo Group (Exact name of registrant as specified in its charter) Nevada 001-41994 92-0790263 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3101 W Miller Road Garland , TX 75041 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: 866 - 403-5272 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share MAMO The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. Public Offering On April 1, 2024, Massimo Group (the " Company ") entered into an underwriting agreement (the " Underwriting Agreement ") with Craft Capital Management, LLC, acting as representative of the underwriters (the " Representative "). Pursuant to the Underwriting Agreement, the Company agreed to sell to the underwriters in a firm commitment underwritten initial public offering (the " Offering ") an aggregate of 1,300,000 shares (the " Shares ") of the Company's common stock, par value $0.001 per share (the " Common Stock ") at a price of $4.50 per share. On April 4, 2024, the Company consummated the Offering, generating gross proceeds of $5,850,000. The Common Stock is listed on the Nasdaq Capital Market under the trading symbol "MAMO." The Company has granted the Representative the option (" Over-allotment Option "), exercisable for 45 days from April 1, 2024, to purchase up to an additional 195,000 shares from the Company at the Offering price less the underwriting discount and commissions to cover over-allotments. The Shares were offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-276095), filed with the Securities and Exchange Commission (the " Commission "), which was declared effective by the Commission on March 26, 2024 (as amended, the " Registration Statement "). The Underwriting Agreement contains customary representations and warranties that the parties made to, and solely for the benefit of, the other party in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The Company has also agreed that it will not, without the prior written consent of the Representative, (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 with respect to the registration of shares of Common Stock to be issued pursuant to an equity incentive plan. Representative's Warrant Pursuant to the Underwriting Agreement, the Company issued to the Representative and its designee warrants (the " Representative's Warrants ") to purchase 87,100 shares of Common Stock. In the event the Represen

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