Asset Entities Inc. Amends 8-K Filing on Equity Sales

TL;DR

Asset Entities Inc. filed an amendment to its 8-K about unregistered equity sales. Watch for dilution.

AI Summary

Asset Entities Inc. filed an amendment (No. 1) to its Form 8-K on April 17, 2024, regarding an event that occurred on April 3, 2024. The filing pertains to unregistered sales of equity securities. The company is incorporated in Nevada and its principal executive offices are located in Dallas, Texas.

Why It Matters

This amendment provides updated or corrected information regarding the company's issuance of unregistered equity securities, which could impact investors' understanding of the company's capital structure and potential dilution.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings, especially concerning unregistered equity sales, can indicate complexities in the company's financing or potential dilutionary events.

Key Numbers

• 001-41612 — SEC File Number (Identifies the company's filings with the SEC)

Key Players & Entities

• Asset Entities Inc. (company) — Registrant
• April 3, 2024 (date) — Earliest event date
• April 17, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• Dallas, TX (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — hich registered Class B Common Stock, $0.0001 par value per share ASST The NASDAQ
• $0.34 — the Triton Shares was determined to be $0.34 per share based on the lowest daily vol
• $211,341 — the Company received gross proceeds of $211,341. This Amendment No. 1 to Current Report
• $0.40 — prior to the Triton Closing, which was $0.40 per share. On April 17, 2024, the Compa
• $16,907 — lacement agent compensation, a total of $16,907, equal to 7% of the aggregate purchase

Filing Documents

• ea020381601-8ka1_asset.htm (8-K/A) — 29KB
• 0001213900-24-033814.txt ( ) — 203KB
• asst-20240403.xsd (EX-101.SCH) — 3KB
• asst-20240403_lab.xml (EX-101.LAB) — 33KB
• asst-20240403_pre.xml (EX-101.PRE) — 22KB
• ea020381601-8ka1_asset_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Pursuant to the Amended and Restated Closing Agreement, on March 27, 2024, the Company delivered a notice to Triton (the "Closing Notice") informing Triton that the Company had elected to exercise its right pursuant to the Amended and Restated Closing Agreement to sell Triton the 621,590 Triton Shares. The price of each of the Triton Shares was required to be 85% of the lowest daily volume-weighted average price of the Class B Common Stock during the five business days prior to the Triton Closing, and the Triton Closing was required to occur within five business days after the date that the Triton Shares were received by Triton in accordance with the Amended and Restated Closing Agreement. On April 10, 2024, the date of the Triton Closing, the price of the Triton Shares was determined to be $0.34 per share based on the lowest daily volume-weighted average price of the Class B Common Stock during the five business days prior to the Triton Closing, which was $0.40 per share. On April 17, 2024, the Company received gross proceeds of $211,341. In connection with the Triton Closing, pursuant to the Boustead Engagement Letter and the Underwriting Agreement, the Company paid Boustead, as placement agent compensation, a total of $16,907, equal to 7% of the aggregate purchase price and a non-accountable expense allowance equal to 1% of the aggregate purchase price for the Triton Shares. In addition, the Company issued a warrant to Boustead for the purchase of 43,511 shares of Class B Common Stock, equal to 7% of the number of the Triton Shares, with an exercise price of $0.34 per share, equal to the purchase price per share of the Triton Shares (the "Tail Warrant"). The Tail Warrant is exercisable for a period of five years and contains cashless exercise provisions. The Triton Shares were offered and sold by the Company to Triton in a transaction that is exempt from the registration requirements of the Securities Act,

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 17, 2024 ASSET ENTITIES INC. /s/ Arshia Sarkhani Name: Arshia Sarkhani Title: Chief Executive Officer and President

View Full Filing

View this 8-K/A filing on SEC EDGAR