Asset Entities Inc. Reports Unregistered Equity Sales

TL;DR

Asset Entities Inc. sold unregistered stock, potentially diluting existing shares.

AI Summary

Asset Entities Inc. filed an 8-K on April 9, 2024, reporting unregistered sales of equity securities on April 3, 2024. The filing does not provide specific details on the number of shares sold or the price per share, but indicates a transaction occurred under the company's charter.

Why It Matters

This filing indicates that Asset Entities Inc. has issued new equity without registering it with the SEC, which could impact existing shareholders through dilution.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can lead to dilution and lack of transparency for existing shareholders.

Key Players & Entities

• Asset Entities Inc. (company) — Registrant
• April 3, 2024 (date) — Date of earliest event reported
• April 9, 2024 (date) — Date of report
• Nevada (jurisdiction) — State of incorporation
• 100 Crescent Ct, 7th Floor, Dallas, TX 75201 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — hich registered Class B Common Stock, $0.0001 par value per share ASST The NASDAQ

Filing Documents

• ea020358401-8k_assetentties.htm (8-K) — 26KB
• 0001213900-24-031610.txt ( ) — 197KB
• asst-20240403.xsd (EX-101.SCH) — 3KB
• asst-20240403_lab.xml (EX-101.LAB) — 33KB
• asst-20240403_pre.xml (EX-101.PRE) — 22KB
• ea020358401-8k_assetentties_htm.xml (XML) — 4KB

02

Item 3.02 Unregistered Sales of Equity Securities. Pursuant to the Amended and Restated Closing Agreement, dated as of August 1, 2023, between Asset Entities Inc., a Nevada corporation (the "Company"), and Triton Funds LP, a Delaware limited partnership ("Triton"), as amended by the Amendment to Amended and Restated Closing Agreement, dated as of September 27, 2023, between the Company and Triton, the Second Amendment to Amended and Restated Closing Agreement, dated as of December 30, 2023, between the Company and Triton, and the Third Amendment to Amended and Restated Closing Agreement, dated as of March 29, 2024, between the Company and Triton (as amended, 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 621,590 shares (the "Triton Shares") of Class B Common Stock, $0.0001 par value per share (the "Class B Common Stock"). The price of each of the Triton Shares is required to be set at 85% of the lowest daily volume-weighted average price of the Class B Common Stock during the five business days prior to the closing of the purchase of the Triton Shares (the "Triton Closing"). The Triton Closing is required to occur within five business days after the date that the Triton Shares are received by Triton in accordance with the Amended and Restated Closing Agreement. In connection with the Triton Closing, pursuant to the engagement letter agreement between the Company and Boustead Securities, LLC ("Boustead"), dated November 29, 2021 (the "Boustead Engagement Letter"), and the underwriting agreement between the Company and Boustead, as representative of the underwriters of the Company's initial public offering, dated February 2, 2023 (the "Underwriting Agreement"), the Company will pay Boustead a fee equal to 7% of the aggregate purchase price and a n

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 9, 2024 ASSET ENTITIES INC. /s/ Arshia Sarkhani Name: Arshia Sarkhani Title: Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR