Subsequent Events |
9 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 9 – Subsequent Events
On March 30, 2026, the company received a Letter of Intent (“LOI”) from European Guarantee Services S.à.r.l. (“EGS”), a Luxembourg-based firm acting on behalf of a select group of high-net-worth individuals, family offices, and strategic capital partners, for the acquisition of all issued and outstanding shares of the Company and its partially-owned affiliates, Alchemy Beverages Inc. and XYRA Corp. The Company’s Board of Directors approved a resolution to countersign the LOI on March 30, 2026.
EGS proposes to acquire 100% of all issued and outstanding shares of CVAT and its affiliates in an all-cash transaction. The LOI defines a strategic valuation for CVAT in the range of $40–$42 million, which translates to an approximate price of $0.13 per share on a fully diluted basis. This valuation is subject to due diligence and the negotiation of certain terms and conditions, which will be incorporated in a definitive transaction agreement.
The proposed transaction is subject to several conditions, including: (i) the satisfactory completion of due diligence by EGS, which will include a thorough review of the Company's intellectual property, including all patents, copyrights, and licensing agreements; (ii) the negotiation and execution of a definitive transaction agreement; (iii) the Company’s Board of Directors obtaining a fairness opinion from an independent financial advisor to satisfy its fiduciary duty to the shareholders; (iv) the distribution of a proxy statement to the Company shareholders and the receipt of shareholder approval in accordance with Nevada Corporation Law; and (v) clearance by applicable U.S. federal and state regulatory authorities, which may include a review by the Committee on Foreign Investment in the United States (CFIUS).
As a binding condition of the LOI, EGS was required to deliver documentary proof of funds within ten (10) calendar days. Failing which the LOI would automatically lapse and expire. The LOI also includes a binding 60-day exclusivity period, during which the Company has agreed not to solicit or enter into discussions with third parties regarding any competing acquisition proposals. The LOI expires at 5:00 p.m. PST on August 1, 2026, unless extended by mutual written agreement or terminated earlier in accordance with its terms.
On April 8, 2026, the Company received documentary proof of funds from European Guarantee Services S.à.r.l. (“EGS”) in connection with the LOI for a proposed all-cash acquisition of the Company.
Other than disclosed above, the Company evaluated subsequent events for their potential impact on the condensed consolidated financial statements and disclosures through the date the condensed consolidated financial statements were issued and determined that no additional subsequent events occurred that were reasonably expected to impact the condensed consolidated financial statements presented herein.
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