Item 1.01. Entry Into a Material Definitive Agreement.
On April 27, 2022, Frontera Group, Inc. (the "Company") entered into a
non-exclusive marketing consulting agreement (the "Marketing Agreement") with
Stephen Steen for a term of six (6) months from the date of execution. Mr. Steen
will assist the Company in developing and implementing a strategic marketing
program as well as help the Company to create a larger social media presence.
Mr. Steen has provided consulting services to the Company in the past for which
he has not been compensated.
Pursuant to the Marketing Agreement, the Company will issue to Mr. Steen, upon
his demand, 1,200,000 shares of the Company's common stock (ownership never to
exceed 4.9% of the Company). Mr. Steen, or his designee, and such
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shares shall have "piggy back" registration rights in any future registration by
the Company and will be issued at a par value of $0.00001 per share.
On August 17, 2022, the Company entered into a consulting agreement (the
"Consulting Agreement") with Long Side Ventures, LLC, ("Longs Side") a Florida
limited liability company, for a term of five (5) months from the date of
execution. Long Side will provide the Company: (i) strategic advice on capital
markets strategies and uplisting to a Nasdaq exchange, (ii) debt restructuring
guidance (iii) introductions to investment banks, underwriters, and market
industry specialists, and (iv) introductions to potential merger and acquisition
candidates.
Pursuant to the Consulting Agreement, Long Side shall receive a consulting fee
equal to $30,000 per month, (the "Consulting Fee"). Long Side may elect, at its
sole discretion, to receive payment of its Consulting Fee in shares of the
Company's common stock, if the Company has a then qualified offering pursuant to
Regulation A (a "Qualified Regulation A Offering") and such shares are issued
pursuant to such Qualified Regulation A Offering. The number of shares issuable
in payment thereof shall be calculated by dividing the offering price of the
Company's common stock as set forth in the Qualified Regulation A Offering by
the Consulting Fee.
The Consulting Agreement can be terminated by either party, at any time, upon 30
days' written notice.
On August 17, 2022, pursuant to the Purchase Agreement (as defined below), by
and between the Company and Intellimedia Networks, Inc., ("IntelliMedia"), a
Nevada corporation, as required for the Closing (as defined in the Purchase
Agreement) the Company and IntelliMedia entered into each of a patent assignment
agreement (the "Patent Agreement") and a trademark assignment agreement (the
"Trademark Agreement").
Pursuant to each of the Patent Agreement and Trademark Agreement, IntelliMedia
transferred and assigned all of its rights, title and interest in certain of its
patents and trademarks to the Company.
The foregoing descriptions of each of the Marketing Agreement, Consulting
Agreement, Patent Agreement and Trademark Agreement are not complete and are
qualified in their entirety by reference to the full text of each of the
agreements, a copy of which is attached hereto as Exhibit 10.1, 10.2, 10.3 and
10.4 respectively.
Item 2.01. Completion of Acquisition of Assets.
As previously disclosed, on June 9, 2022, the Company entered into an Asset
Purchase Agreement (the "Purchase Agreement"), by and among the Company and
Intellimedia.
On August 17, 2022, the Company and Intellimedia closed on the purchase of the
assets and the Company became the beneficial owner of certain intellectual
property rights.
The forgoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement which was filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC")
on June 9, 2022 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Purchase Agreement and effective as of the Closing (as
defined in the Purchase Agreement) Teodros Gessesse was appointed as the Chief
Marketing Officer of the Company.
Prior to joining the Company, Mr. Gessesse, age 59 was the Chief Executive
Officer for IntelliMedia Networks, Inc., from January 2013 until August 2022.
While in this position, he was responsible for managing IntelliMedia's overall
business strategy and development. Prior to his tenure at IntelliMedia, Mr.
Gessesse spent over a decade at VBrick, where he served as product manager. Past
professional experiences include product management for cloud-based and
communication products at Videoshare, Sybase, and the MultiMedia Partnership.
Mr. Gessesse graduated in 1985 from the University of Alberta, where he majored
in Economics with a minor in Computer Science.
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The Company entered into an employment agreement with Mr. Gessesse dated July
22, 2022 (the "Gessesse Employment Agreement") for an initial term of three
(3) years (the "Initial Term"), commencing on the date of execution of the
agreement which will automatically renew thereafter for successive terms of one
(1) year each (each, a "Renewal Term"), unless one of the parties gives written
notice of termination to the other party at least sixty (60) days prior to the
last day of the Initial Term or the then-current Renewal Term, as applicable.
Mr. Gessesse's initial annual base salary will be $150,000. Mr. Gessesse will be
eligible to receive a quarterly bonus as determined by, and within the sole
discretion of, the Company's board of directors (the "Board") and was granted
23,500,000 shares of the Company's common stock valued at $0.25 per share.
With respect to 2022 and subsequent calendar years, Mr. Gessesse will be
eligible to receive additional equity incentive award grants of the types, in
the amounts and on a basis commensurate with the equity incentive awards granted
to similarly-situated executive officers of the Company, as determined from time
to time by the Company's Board. Mr. Gessesse will be eligible to participate in
the employee benefits plans generally available to other senior executive
officers of the Company.
If Mr. Gessesse's employment ceases due to a termination by the Company other
than for cause or his resignation with good reason (as such terms are defined in
the Gessesse Employment Agreement), then, subject to his timely execution and
non-revocation of a release of claims, he will receive: (i) payment of any
otherwise earned but unpaid compensation and benefits through the date of
termination; (ii) a lump sum cash payment equal to 12 months of his annual base
salary, plus all annual bonuses for the period from the date of termination
through the end of the initial term or the then-current renewal term, as
applicable; (iii) COBRA premiums until the earliest to occur of the expiration
of twelve (12) months following the date of termination, the date he becomes
eligible for participation in health and dental plans of another employer, or
the date he ceases to be eligible for participation under the Company's health
and dental plans under COBRA; and (iv) accelerated vesting of all the
outstanding and otherwise unvested equity awards.
No family relationship exists between Mr. Gessesse and any of the Company's
directors or executive officers. There are no arrangements or understandings
between Mr. Gessesse and any other person pursuant to which Mr. Gessesse was
selected as an officer of the Company, nor are there any transactions to which
the Company is or was a participant and in which Mr. Gessesse had or will have a
direct or indirect material interest subject to disclosure under Item 404(a) of
Regulation S-K.
Also In connection with the Purchase Agreement and effective as of the Closing
Darshan Sedani was appointed as the Chief Visionary Officer of the Company.
Mr. Sedani, age 48, joins the Company with over 24 years of experience as a
technology leader and innovator in media-tech, education-tech, and SaaS
platforms. Prior to joining the Company, Mr. Sedani was the President of
IntelliMedia Networks, Inc., from January 2011 until August 2022. While in this
position, he was responsible for leading the company's ideation, planning and
implementation of new and long-term business strategies. Prior to his tenure at
IntelliMedia, Mr. Sedani worked at MonetizeMedia and Koyo Graphics International
as vice president and director of information technology, respectively. As an
ex-NASA researcher, Mr. Sedani has been credited by NASA for developing the
world's first media streaming protocol. His project portfolio includes
impressive clientele such as, NASA, Bandai Inc., Citizen, Pioneer, Vodafone,
Disney, VBrick, FIFA, the Olympics, and ICC Cricket World Cup. Further, Mr.
Sedani has been recognized as an industry and tech leader by MicroAge, Economic
times, Asian Age and other publications. He is the recipient of India's
prestigious civilian awards like Vivekanada Youth Entrepreneur of the Year and
Gujarat-Ratna. Mr. Sedani is an alumni of Pune University and earned a
Bachelor's degree in Computer Engineering and a minor in Computer Networking.
The Company entered into an employment agreement with Mr. Sedani dated July 22,
2022 (the "Sedani Employment Agreement") for an initial term of three (3) years
(the "Initial Term"), commencing on the date of execution of the agreement which
shall automatically renew thereafter for successive terms of one (1) year each
(each, a "Renewal Term"), unless one of the parties hereto gives written notice
of termination to the other party at least sixty (60) days prior to the last day
of the Initial Term or the then-current Renewal Term, as applicable.
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Mr. Sedani's initial annual base salary will be $150,000. Mr. Sedani will be
eligible to receive a quarterly bonus as determined by, and within the sole
discretion of, the Board and was granted 31,500,000 shares of the Company's
common stock valued at $0.25 per share.
With respect to 2022 and subsequent calendar years, Mr. Sedani will be eligible
to receive additional equity incentive award grants of the types, in the amounts
and on a basis commensurate with the equity incentive awards granted to
similarly-situated executive officers of the Company, as determined from time to
time by the Company's Board. Mr. Sedani will be eligible to participate in the
employee benefits plans generally available to other senior executive officers
of the Company.
If Mr. Sedani's employment ceases due to a termination by the Company other than
for cause or his resignation with good reason (as such terms are defined in the
Sedani Employment Agreement), then, subject to his timely execution and
non-revocation of a release of claims, he will receive: (i) payment of any
otherwise earned but unpaid compensation and benefits through the date of
termination; (ii) a lump sum cash payment equal to 12 months of his annual base
salary plus all annual bonuses for the period from the date of termination
through the end of the initial term or the then-current renewal term, as
applicable; (iii) COBRA premiums until the earliest to occur of the expiration
of twelve (12) months following the date of termination, the date the executive
becomes eligible for participation in health and dental plans of another
employer, or the date the executive ceases to be eligible for participation
under the Company's health and dental plans under COBRA; and (iv) accelerated
vesting of all the outstanding and otherwise unvested equity awards.
No family relationship exists between Mr. Sedani and any of the Company's
directors or executive officers. There are no arrangements or understandings
between Mr. Sedani and any other person pursuant to which Mr. Sedani was
selected as an officer of the Company, nor are there any transactions to which
the Company is or was a participant and in which Mr. Sedani had or will have a
direct or indirect material interest subject to disclosure under Item 404(a) of
Regulation S-K.
The foregoing description of each of the Gessesse Employment Agreement and
Sedani Employment Agreement do not purport to be complete and are subject to,
and qualified in their entirety by, the full text of each of the employment
agreements, a copy of which is filed as Exhibit 10.5 and 10.6 hereto and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1Marketing Consulting Agreement, dated April 27, 2022, by and among the
Company and Stephen Steen.
10.2Consulting Agreement dated August 2, 2022, by and among the Company and Long
Side Ventures, LLC.
10.3Patent Agreement dated August 17, 2022, by and among the Company and
IntelliMedia Networks, Inc.
10.4Trademark Agreement dated August 17, 2022, by and among the Company and
IntelliMedia Networks, Inc.
10.5Sedani Employment Agreement dated June 22, 2022 by and among the Company and
Darshan Sedani.
10.6Gessesse Employment Agreement dated June 22, 2022 by and among the Company
and Teodros Gessesse.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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