UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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ITEM 1.01 Entry Into a Material Definitive Agreement.
On March 29, 2023 FlooidCX Corp. (“FLCX”), a Nevada corporation entered into An Agreement and Plan of Merger (the “Agreement”) with Quantum Energy, Inc., a Nevada corporation (“QREE”). Under the terms of the Agreement, the shares of QREE will be exchanged for the shares of FLCX on the following basis:
QREE | FLCX |
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Common 6 shares | Common 1 share |
Series A Preferred 1 share | Series A Preferred 1 share |
Series D Preferred 1 share | Series E Preferred 1 share |
Under the terms of the Merger Agreement, the surviving company will change its name from flooidCX Corp. to Quantum Energy, Inc. and management shall apply to change the trading symbol of the surviving corporation from FLCX to QREE.
Also, under the terms of the Merger Agreement, the following individuals will be named in the surviving corporation to the positions listed beside their names below:
| i. | William Hinz will serve as Chairman of the Board of Directors, and Director. |
| ii. | Dennis M. Danzik will serve as Executive Chairman, Director and President. |
| iii. | Craig Kitchen will serve as Chief Operating Officer and shall remain as a Director. |
| iv. | William Westbrook will serve as Chief Financial Officer and will remain as a Director. |
| v. | Douglas Bean will serve as Executive Vice President of Finance and Director. |
| vi. | Anthony Ker shall serve as a Director. |
| vii. | Dustin Hamby will serve as Executive Vice President – Operations |
The Agreement contains representations and warranties of the parties that are common to such agreements. The merger transaction is subject to regulatory approval and applications for such approval would be submitted to all applicable regulatory agencies, including the Securities and Exchange Commission and the Financial Industry Regulatory Authority. In addition, management plans to file a registration statement on SEC Form S-4 to register the shares to be issued to the Quantum shareholders. Under the Agreement, the transaction may not proceed in the event that holders with more than 20% of the number of outstanding shares of QREE shall dissent from the transaction. Certain members of the management of FLCX are also members of the management of QREE.
Inductance Energy Corporation, (“IE”), of Wyoming, shall be operated as a subsidiary of the surviving entity, currently IE is operated as a subsidiary of Quantum Energy, Inc. Shareholders of Inductance Energy Corporation will retain their current shareholding in IE.
ITEM 9.01 Financial Statements and Exhibits.
Exhibits
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Exhibit 104 |
| Cover Page Interactive Data File (Embedded within the Inline XBRL Document) |
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SIGNATURE
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 thereunto duly authorized.
| flooidCX Corp. | ||
Date: March 30, 2023 | By: | /s/ William Westbrook | |
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| William Westbrook | |
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