Asset Entities Inc. Files 8-K on Material Agreements and Shareholder Votes

TL;DR

Asset Entities Inc. filed an 8-K on June 13th, reporting material agreements and shareholder votes. Details TBD.

AI Summary

Asset Entities Inc. filed an 8-K on June 20, 2024, reporting on events that occurred on June 13, 2024. The filing indicates material definitive agreements, modifications to security holder rights, and submission of matters to a vote. Specific details regarding these events, including any associated dollar amounts or precise dates of execution, are not elaborated upon in the provided text.

Why It Matters

This 8-K filing signals significant corporate actions by Asset Entities Inc., potentially impacting its business operations, financial structure, and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which could introduce new risks or alter existing ones for the company and its investors.

Key Players & Entities

• Asset Entities Inc. (company) — Registrant
• June 13, 2024 (date) — Earliest event reported
• June 20, 2024 (date) — Filing date
• 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
• $0.0855 — ommon Stock"), is equal to or less than $0.0855 per share for a period of ten consecuti
• $0.0855 b — 0% of the quotient obtained by dividing $0.0855 by the lowest closing price of the Class

Filing Documents

• ea0207930-8k_asset.htm (8-K) — 30KB
• ea020793001ex3-1_asset.htm (EX-3.1) — 26KB
• ea020793001ex10-1_asset.htm (EX-10.1) — 11KB
• ex3-1_002.jpg (GRAPHIC) — 3KB
• ex3-1_003.jpg (GRAPHIC) — 9KB
• 0001213900-24-053980.txt ( ) — 265KB
• asst-20240613.xsd (EX-101.SCH) — 3KB
• asst-20240613_lab.xml (EX-101.LAB) — 33KB
• asst-20240613_pre.xml (EX-101.PRE) — 22KB
• ea0207930-8k_asset_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 13, 2024, Asset Entities Inc., a Nevada corporation (the "Company"), entered into an amendment (the " Purchase Agreement Amendment") to the securities purchase agreement, dated as of May 24, 2024, between the Company and the investor (the "Investor") listed on the sc hedule of buyers attached thereto (the "Purchase Agreement"). Pursuant to the Purchase Agreement Amendment, the Company and the Investor agreed to amend the Purchase Agreement to provide that, while any of the shares of the Company's Series A Convertible Preferred Stock, $0.0001 par value per share (the "Series A Preferred Stock"), are outstanding, if the closing price of the Class B Common Stock, $0.0001 par value per share (the "Class B Common Stock"), is equal to or less than $0.0855 per share for a period of ten consecutive trading days, then the Company will promptly take all corporate action necessary to authorize a reverse stock split of the Class B Common Stock by a ratio equal to or greater than 300% of the quotient obtained by dividing $0.0855 by the lowest closing price of the Class B Common Stock during such ten-trading day period, including calling a special meeting of stockholders to authorize such reverse stock split or obtaining written consent for such reverse stock split, and voting the management shares of the Company in favor of such reverse stock split.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On June 14, 2024, the Company filed an amendment (the "Amended Designation") to the Certificate of Designation of Series A Convertible Preferred Stock of the Company with the Secretary of State of the State of Nevada on May 24, 2024 (as amended, the "Certificate of Designation"), which amended the original Certificate of Designation to provide that the Conversion Price (as defined in the Certificate of Designation) will not be less than $0.0855 (the "Floor Price") at any time, rather than only until the Ex-Exchange Limitation Date (as defined in the Certificate of Designation), and to delete a requirement that the Company file a definitive information statement on Schedule 14C (the "Definitive Information Statement") disclosing that the stockholders have approved by written consent the non-application of the Floor Price for issuances that would otherwise exceed the Exchange Limitation (as defined in the Certificate of Designation) and which action with respect to the Floor Price shall take effect 20 days following the date that such Definitive Information Statement is sent or given. The foregoing summary of the Amended Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Designation filed as Exhibit 3.1 to this report, which is incorporated by reference herein.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 13, 2024, the holder of all of the outstanding shares of the Series A Preferred Stock approved the Amended Designation by written consent.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada on June 14, 2024 10.1 Form of First Amendment to Securities Purchase Agreement, dated as of June 13, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

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: June 20, 2024 ASSET ENTITIES INC. /s/ Arshia Sarkhani Name: Arshia Sarkhani Title: Chief Executive Officer and President 2

View Full Filing

View this 8-K filing on SEC EDGAR