Advanced Voice Recognition Systems, Inc. Files 8-K

TL;DR

AVRO files 8-K: Material agreement, equity sales, and control changes reported.

AI Summary

Advanced Voice Recognition Systems, Inc. filed an 8-K on March 7, 2024, reporting on events as of March 1, 2024. The filing indicates the entry into a material definitive agreement, unregistered sales of equity securities, and changes in control of the registrant. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions including potential new agreements, equity transactions, and changes in control, which could impact the company's structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in control, which can introduce uncertainty and potential risks for investors.

Key Numbers

• 000-52390 — SEC File Number (Identifies the company's filing history with the SEC.)
• 24731055 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Advanced Voice Recognition Systems, Inc. (company) — Registrant
• 0001342936 (company) — Central Index Key
• NV (company) — State of Incorporation
• 7659 E. Wood Drive, Scottsdale, AZ 85260 (company) — Business Address
• March 1, 2024 (date) — Earliest event reported
• March 7, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value AVOI OTC pkn Indicate by
• $10,069,000 — 001 par value per share ("Shares"), and $10,069,000 to be distributed pro rata to the share
• $2,600,000 — On March 1, 2024, the Company disbursed $2,600,000 to Rivulet. Rivulet Media, Inc. and th
• $0.40 — of common stock at a purchase price of $0.40 per share for a total of $3,000,000. Th
• $3,000,000 — price of $0.40 per share for a total of $3,000,000. The funds will be used to pay the Comp

Filing Documents

• avoi-20240301.htm (8-K) — 26KB
• avrs_ex10z4.htm (EX-10.4) — 147KB
• avrs_ex10z5.htm (EX-10.5) — 19KB
• 0001376474-24-000128.txt ( ) — 359KB
• avoi-20240301_def.xml (EX-101.DEF) — 2KB
• avoi-20240301_lab.xml (EX-101.LAB) — 16KB
• avoi-20240301_pre.xml (EX-101.PRE) — 11KB
• avoi-20240301.xsd (EX-101.SCH) — 2KB
• avoi-20240301_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On March 1, 2024, Advanced Voice Recognition Systems, Inc., a Nevada corporation ("the Company"), and Rivulet Media, Inc., a Delaware corporation (Rivulet), collectively the Parties, entered into an Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which, subject to the terms and conditions therein, the Company shall purchase, with stock and cash, certain assets of Rivulet. The Acquisition is anticipated to close on April 10, 2024, but there is no assurance this will occur. Upon its terms and subject to the conditions set forth in the Purchase Agreement, at the effective time of the Acquisition the identified assets of Rivulet shall be converted into the right of the Rivulet Shareholders to receive 90,784,800 shares of common stock of the Company, $0.001 par value per share ("Shares"), and $10,069,000 to be distributed pro rata to the shareholders of Rivulet. Holders of Rivulet fractional shares shall be rounded up if applicable. On March 7, 2024, the Company ordered the common shares to be issued to Rivulet in accordance with the Asset Purchase Agreement. On March 1, 2024, the Company disbursed $2,600,000 to Rivulet. Rivulet Media, Inc. and the Company have agreed to customary representations, warranties, and covenants in the Purchase Agreement, including, among others, covenants relating to (i) the conduct of Rivulet's business during the period between execution of the Purchase Agreement and the effective time of the closing, (ii) non-solicitation by Rivulet of alternative acquisition proposals, (iii) Rivulet's obligation to obtain the approval of holders of its shareholders to effect the transactions contemplated by the Purchase Agreement, and (iv) the Company's obligation to use commercially reasonable efforts to cause the Shares and cash to be issued pursuant to the Purchase Agreement. Consummation of the Acquisition is subject to certain closing conditions, including, among others, (i

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities On March 1, 2024 Advanced Voice Recognition Systems, Inc. (the "Company") entered into a Subscription Agreement with one private investor. Pursuant to the Subscription Agreement, the Company sold 7,500,000 shares of common stock at a purchase price of $0.40 per share for a total of $3,000,000. The funds will be used to pay the Company's debts and contribute to the Acquisition costs. The Company has distributed to Rivulet $2,600,000 as a portion of the acquisition cost. The Company paid no underwriting discounts or commissions. A copy of the form of subscription agreement is filed as Exhibit 10.5 to this Current Report and is incorporated herein by reference. These issuances are granted based on exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state laws pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D. These issuances qualified for this exemption from registration because (i) the Investor is an "accredited investors" as that term is defined in Regulation D promulgated under the Securities Act; (ii) the Company did not engage in any general solicitation or advertising to market the securities; (iii) the Investor was provided the opportunity to ask questions and receive answers from the Company regarding the issuance; (iv) the securities will be issued to a person with knowledge and experience in financial and business matters so that the investor is capable of evaluating the merits and risks of an investment in the Company; and (v) the Investor received restricted securities." Section 5 - Corporate Governance and Management Item 5.01 Changes in Control of Registrant. Pursuant to the Asset Purchase Agreement (the "Agreement") upon distribution of the Company's shares the shareholders of Rivulet will control 88.24% of the Company. The stock exchange by the Company will result in a change of control.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Number Title Exhibit 10.4 Asset Purchase Agreement Exhibit 10.5 Form of Subscription Agreement

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ADVANCED VOICE RECOGNITION SYSTEMS, INC. Dated: March 6, 2024 By: /s/ Walter Geldenhuys Name: Walter Geldenhuys Title: President, Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR