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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/24/22 RC-1, Inc. 8-K:2,9 9/27/22 15:854K GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 33K
2: EX-99.1 Media Design Associates Audited Fs 12-31-2020 and HTML 129K
2019
4: EX-99.2 Audited Financial Statements of Booyah HTML 103K
Technologies LLC
3: EX-99.2 Unaudited Interim Condensed Financial Statements HTML 100K
of Media Design Associates, Inc. and Related Notes
Thereto for the Three Months Ended March 31, 2021
and 2020
6: EX-99.3 Unaudited Pro Forma Financial Statements HTML 173K
5: EX-99.4 Unaudited Interim Condensed Financial Statements HTML 85K
of Booyah Technologies LLC, Inc. and Related Notes
Thereto for the Three Months Ended March 31, 2021
and 2020
10: R1 Cover HTML 43K
13: XML IDEA XML File -- Filing Summary XML 14K
11: XML XBRL Instance -- rc1_8k_htm XML 15K
12: EXCEL IDEA Workbook of Financial Reports XLSX 8K
8: EX-101.LAB XBRL Labels -- rccc-20220927_lab XML 97K
9: EX-101.PRE XBRL Presentations -- rccc-20220927_pre XML 65K
7: EX-101.SCH XBRL Schema -- rccc-20220927 XSD 13K
14: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K
15: ZIP XBRL Zipped Folder -- 0001683168-22-007029-xbrl Zip 82K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): i September 27, 2022
i RC-1, INC.
(Exact name of registrant as specified in its charter)
| i Nevada | i 333-210960 | i 26-1449268 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b 2 of this chapter).
If any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.01 Completion of Acquisition or Disposition of Assets.
Explanatory Note
On June 4, 2021, RC-1, Inc. (the “Company”) filed its Form 10-Q for the fiscal quarter ended March 31, 2021. In this Form 10-Q, the Company disclosed the acquisition on May 31, 2021 of Media Design Associates, Inc., a Florida corporation based in Ft. Lauderdale, Florida (“MDA”) and Booyah Technologies LLC, a Pennsylvania limited liability company based in Huntington Valley, PA (“Booyah”).
The MDA acquisition was consummated pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 31, 2021 by and among the Company, MDA Acquisition Corporation, a wholly-owned subsidiary of the Company (the “Merger Subsidiary”), MDA and Michael Wohl, a resident of the State of Florida. Pursuant to the terms of the Merger Agreement, the Merger Subsidiary merged with and into MDA (the “Merger”) and Michael Wohl was issued 10,263,158 shares of our Common Stock and a promissory note in the amount of $625,000 (the “Note”). The shares of our Common Stock issued to Michael Wohl were valued at a negotiated price of $0.2436 per share. The Merger Agreement includes a Seller’s recission option to be exercised in his sole, good faith and reasonable discretion if certain events, as defined in the Merger Agreement, have occurred during the recission period. The recission option was not exercised by the Seller and expired on December 31, 2021.
The Booyah acquisition was consummated pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) dated as of May 31, 2021 by and among the Company, Booyah and Ben Marlow, a resident of the Commonwealth of Pennsylvania. Pursuant to the terms of the Purchase Agreement, the Company issued 7,244,626 shares of our Common Stock to Ben Marlow in exchange for all of the outstanding membership interests of Booyah (the “Exchange”). Booyah is now a wholly owned subsidiary of the Company as a result of this Exchange. The shares of our Common Stock issued to Ben Marlow were valued at a negotiated price of $0.2436 per share.
The Form 10-Q included the Purchase Agreements for MDA and Booyah but did not include the respective audited financial statements or the pro-forma unaudited financial statements of the combined entity. This Form 8-K is filed to include the financial statement information required under Item 9.01 of Form 8-K in connection with the acquisition of both MDA and Booyah.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The following financial statements of Media Design Associates, Inc. are being filed as exhibits hereto and are incorporated by reference herein.
Exhibit 99.1 — The Media Design Associates, Inc. audited financial statements and related notes thereto, including the independent auditor’s report as of and for the years ended December 31, 2019 and 2020.
Exhibit 99.2 — The unaudited interim condensed financial statements and related notes thereto for the three months ended March 31, 2021 and 2020.
Exhibit 99.3 — The Booyah Technologies LLC audited financial statements and related notes thereto, including the independent auditor’s report as of and for the years ended December 31, 2019 and 2020.
Exhibit 99.4 —The unaudited interim condensed financial statements and related notes thereto for the three months ended March 31, 2021 and 2020.
(b) Pro Forma Financial Information.
The following pro forma financial information is being filed as an exhibit hereto and is incorporated by reference herein:
Exhibit 99.5 — Unaudited pro forma condensed consolidated financial statements for the fiscal year ended March 31, 2021 to give effect to the acquisition transactions between RC-1, Inc. and Media Design Associates, Inc. and RC-1 and Booyah Technologies LLC.
(c) Not Applicable.
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(d) Exhibits.
_________________
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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.
| RC-1, Inc. | ||
| Date: October 24, 2022 | By: | /s/ John E. Parker |
| Name: John E. Parker Title: Chief Executive Officer | ||
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C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/24/22 | |||
| For Period end: | 9/27/22 | |||
| 12/31/21 | ||||
| 6/4/21 | 10-Q | |||
| 5/31/21 | ||||
| 3/31/21 | 10-Q, 10-Q/A, NT 10-Q | |||
| 12/31/20 | 10-K, NT 10-K | |||
| 3/31/20 | 10-Q | |||
| 12/31/19 | 10-K, NT 10-K | |||
| List all Filings | ||||