UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 2024
______________
VirExit Technologies, Inc |
(Exact name of registrant as specified in its charter) |
______________
Wyoming |
| 000-55558 |
| 46-3754609 |
(State or other jurisdiction |
| (Commission |
| (I.R.S. Employer |
of incorporation) |
| File Number) |
| Identification No.) |
719 Jadwin Ave, Richland, WA 99352
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 509-531-1671
N/A
(Former name or former address, if changed since last report)
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
Emerging growth company ☒
If an emerging growth company, indicate by checkmark 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common | VXIT | N/A |
Item 8.01 Other Events.
On May 5, 2024, VirExit Technologies Inc. ("VirExit") entered into a Joint Venture Agreement with Early Ventures Group ("Early Ventures"), collectively referred to as the "Joint Venturers" or the "Parties." The principal terms of the Joint Venture are summarized as follows:
1. Joint Venture Name and Purpose
The Joint Venture will operate under the name VirExit Technologies Inc. The primary purpose of the Joint Venture is to market and sell a product named MaxClean. Each party owns a fractional interest in the Joint Venture, with VirExit holding a 60% interest and Early Ventures holding a 40% interest.
2. Principal Place of Business and Term
The principal place of business for the Joint Venture is located at 719 Jadwin Ave, Richland, Washington 99352. The Joint Venture shall commence on May 5, 2024, and continue until May 6, 2028, unless dissolved earlier upon the sale or disposal of the Joint Venture's assets and satisfaction of all debts.
3. Capital Contributions
VirExit has contributed $50,000 payable in VXIT Common Stock, while Early Ventures has not contributed any initial capital. The Joint Venturers may agree to make additional capital contributions as needed.
4. Profit and Loss Distribution
Profits and losses will be distributed based on the respective percentage interest in the Joint Venture: 60% to VirExit and 40% to Early Ventures.
5. Duties and Powers of Joint Venturers
| · | VirExit is responsible for sales and marketing. |
| · | Early Ventures is responsible for coordination with the end manufacturer and installation. |
6. Confidential Information
The Agreement includes provisions for handling Confidential Information, Technology, Technology Improvements, and Intellectual Property Rights.
7. Deadlock Resolution and Transfers of Interests
The Agreement outlines procedures for resolving deadlocks between the Joint Venturers and restrictions on transferring interests without prior written consent from the other party.
8. Termination
Upon termination or dissolution of the Joint Venture, the assets will be liquidated, and proceeds will be distributed according to the Joint Venturers' interests.
9. Governing Law
The Agreement is governed by the laws of the State of Washington.
Demonstrated Onsite 3rd Party Lab Tested Effectiveness of the MaxClean 756 Air and Surface Purification
MaxClean Clean Global 756, LLC conducted a test pilot study with a school in Minneapolis, MN to evaluate the effectiveness of the MaxClean 756 Air and Surface Purification system. The study measured airborne and surface microbial contamination before and during the treatment with MaxClean 756. The detailed results are summarized as follows:
A. Air Sample Analysis
| · | Pre-Treatment (March 28, 2023): Airborne microbial contamination levels were significantly higher than acceptable standards, with an average of 631 CFU/m3 (colony-forming units per cubic meter) inside the school. |
| · | In-Treatment (May 1, 2023): During treatment, the average microbial contamination decreased to 63 CFU/m3, demonstrating a 90.0% reduction. |
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B. Surface Contact Swab Analysis
| · | Pre-Treatment (March 28, 2023): Surface microbial contamination levels averaged 43.5 CFU/cm2 (colony-forming units per square centimeter), which is above acceptable levels. |
| · | In-Treatment (May 1, 2023): During treatment, the surface contamination levels decreased to an average of 4.3 CFU/cm2, showing a 90.1% reduction. |
Target Quality Levels
| · | Air quality is considered acceptable at levels below 100 CFU/m3. |
| · | Surface quality is considered acceptable at levels below 5 CFU/cm2. |
The MaxClean 756 system significantly reduced both air and surface microbial contamination levels, bringing them within acceptable standards for school environments.
Description of Scientific Air Solutions 3rd Party Lab
Scientific Air Solutions is an independent laboratory specializing in testing and evaluating air and surface purification technologies. Their testing process is thorough and designed to ensure unbiased and accurate results. Here’s an overview of their 3rd party lab testing process:
1. Testing Environment Setup
| · | Controlled Conditions: Tests are conducted in controlled environments to simulate real-world conditions while maintaining strict control over variables that could affect the outcomes. |
| · | Diverse Sample Locations: Samples are collected from various locations to ensure comprehensive coverage of different environments, such as schools, offices, and industrial sites. |
2. Baseline Measurement
| · | Initial Assessment: Before the introduction of any purification technology, baseline measurements of air and surface quality are taken. This includes measuring levels of volatile organic compounds (VOCs), particulate matter (PM2.5 and PM10), microbial contaminants (e.g., bacteria, fungi, viruses), and other pollutants. |
| · | Standards and Guidelines: Baseline measurements are compared against established standards and guidelines from organizations like the Environmental Protection Agency (EPA) and the World Health Organization (WHO). |
3. Implementation of Purification Technology
| · | Technology Installation: The air and surface purification technology being tested, such as the MaxClean 756, is installed according to manufacturer guidelines and recommendations. |
| · | Operational Monitoring: Continuous monitoring is carried out to ensure the technology is operating correctly and to detect any initial impact on air and surface quality. |
4. Post-Installation Measurement
| · | Air Quality Sampling: Air samples are collected using specialized equipment like the MB-1 air sampler. Samples are taken at regular intervals to measure the concentration of contaminants in the air. |
| · | Surface Swab Sampling: Surface samples are collected using swabs and sponges, which are then analyzed for microbial contamination. |
| · | Data Normalization: Results are normalized to standardized units, such as colony-forming units per cubic meter (CFU/m3) for air samples and CFU per square centimeter (CFU/cm2) for surface samples. |
5. Data Analysis
| · | Comparative Analysis: The data from post-installation measurements are compared to baseline data to assess the effectiveness of the purification technology. |
| · | Statistical Analysis: Advanced statistical methods are used to determine the significance of the observed changes in air and surface quality. |
| · | Percent Reduction Calculation: The percent reduction in contaminant levels is calculated to quantify the effectiveness of the technology. |
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6. Reporting and Recommendations
| · | Detailed Report: A comprehensive report is generated, detailing the testing methodology, results, and analysis. The report includes graphs, charts, and tables for easy interpretation of data. |
| · | Expert Recommendations: Based on the findings, Scientific Air Solutions provides recommendations for optimizing the use of the purification technology and suggestions for further improvements if needed. |
7. Compliance and Certification
| · | Standards Compliance: The report verifies whether the technology meets or exceeds industry standards for air and surface quality. |
| · | Certification: If the technology is proven effective, a certification of performance is issued, which can be used for marketing and compliance purposes. |
Summary
Scientific Air Solutions’ 3rd party lab testing is a rigorous process that ensures accurate and reliable assessment of air and surface purification technologies. Their independent evaluations provide valuable data that can help organizations make informed decisions about implementing these technologies to improve indoor air quality.
Example Report Sections
A typical report from Scientific Air Solutions might include:
| ● | Executive Summary | |
| ● | Introduction and Objectives | |
| ● | Methodology | |
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| ○ | Sampling Techniques |
|
| ○ | Equipment Used |
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| ○ | Testing Conditions |
| ● | Results | |
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| ○ | Baseline Measurements |
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| ○ | Post-Installation Measurements |
| ● | Discussion | |
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| ○ | Analysis of Results |
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| ○ | Statistical Significance |
| ● | Conclusion and Recommendations | |
| ● | Appendices | |
|
| ○ | Detailed Data Tables |
|
| ○ | Calibration Certificates for Equipment |
This structured approach ensures transparency and reliability in the testing and reporting process.
Virexit Technologies MaxClean 756 Air and Surface Purification Market Drivers
The U.S. indoor air quality market experiences significant growth, fueled by heightened awareness and increased investments, projected to surpass $11.9 billion by 2027 according to BCC Research. With rising health consciousness and regulatory concerns, key segments like air purifiers and ventilation systems thrive, making clean indoor air a booming industry across residential, industrial, and commercial sectors.
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Key Drivers of U.S. Indoor Air Quality Market
Growing Awareness and Demand: The increasing awareness among consumers about the importance of indoor air quality drives the demand for IAQ products. People are becoming more conscious of the impact of air pollutants on health, leading to a surge in interest for effective solutions.
Improving Business Economic Factors: Maintaining and upgrading aging infrastructure can be costly, but the health and productivity benefits of improved IAQ can outweigh these costs. Poor IAQ can lead to increased health issues, driving up healthcare costs and reducing productivity. Modern air quality systems are more energy-efficient, leading to cost savings over time.
Aging Building Infrastructure: Many older schools and public buildings have been identified as having poor air quality due to aging infrastructure. Investments in air quality improvements have shown significant health benefits for students and staff. Commercial real estate, such as the majority of older office buildings cause occupants of a building to experience acute health or comfort-related effects that seem to be linked directly to the time spent in the building. This is referred to as Sick Building Syndrome (SBS) and modern air quality technologies are being retrofitted to attract and retain tenants who are increasingly aware of IAQ issues.
Government Regulations: Supportive government regulations play a crucial role in improving indoor air quality. These regulations encourage the adoption of IAQ products and practices, ensuring healthier living and working environments.
Rising Air Pollution: The escalation of indoor air pollution due to various factors—such as emissions from household appliances, chemicals, and dust—has intensified the need for IAQ solutions. People seek ways to mitigate the adverse effects of poor air quality.
Black Mold Concerns: The potential dangers associated with black mold (Stachybotrys chartarum) have heightened the demand for IAQ products. Mold infestations can lead to respiratory issues and other health problems, prompting individuals to invest in mold prevention and remediation measures. Moisture control and water leaks in pipes and buildings contribute to mold growth and compromised air quality.
Bioterrorism Preparedness: Unexpected incidents like bioterrorism attacks underscore the importance of IAQ. In such emergencies, effective air filtration and purification systems become critical for safeguarding public health.
Respiratory Health: The prevalence of infectious respiratory diseases, including allergies, asthma, and respiratory infections, drives the adoption of IAQ solutions. Clean air is essential for preventing and managing these conditions.
Construction and Renovation Impact: During construction or renovation activities, dust, volatile organic compounds (VOCs), and other pollutants are released. IAQ measures become vital to minimize exposure during these processes.
Electronics and Off-Gassing: The proliferation of electronic equipment in homes and workplaces leads to off-gassing of chemicals. IAQ products help mitigate the impact of these emissions, ensuring healthier indoor environments.
Virexit Technologies MaxClean 756 Business Verticals Include: Schools, Colleges, Universities, Gyms, Fitness Centers, HealthCare Facilities, Government and Commercial Facilities, Places of Worship
MaxClean 756 Business Verticals Growth Strategy:
Schools, Colleges and Universities
Total Number of Operating US School Districts – 19,204
Total Number of Operating US Schools - 99,409 + Admin Facilities
Total Number of Students - 49,514,913
Total Number of School Admin and Instructional Staff – 6,795,470
Total Number of US Academic Colleges and Universities - 5916 with numerous facilities/dormitories
Source - https://nces.ed.gov/ccd/tables/202223_summary_2.asp
Source - https://nces.ed.gov/programs/digest/d23/tables/dt23_213.10.asp
Source - https://www.edsmart.org/how-many-colleges-are-in-the-us/
Objective: Implement the MaxClean 756 by Air and Surface Purification technology across school districts to improve indoor air quality, ensure the health and safety of students and staff, and enhance overall productivity and performance.
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Phase 1: Pilot Study
| 1. | Select a Third-Party Laboratory |
| ○ | Partner with a reputable third-party lab to conduct an independent assessment of the MaxClean 756 technology. This ensures unbiased verification of its effectiveness. |
| ○ | Example: Scientific Air Solutions or similar accredited laboratories. |
| 2. | Design the Pilot Study |
| ○ | Select a representative sample of classrooms and common areas within a school. |
| ○ | Measure baseline indoor air and surface quality metrics including levels of VOCs, particulate matter, CO2, and microbial contamination. (pathogenic viruses, bacteria, toxic mold, fungi, etc) |
| ○ | Install MaxClean 756 units and conduct post-installation air and surface quality measurements via 3rd Party Lab Testing. |
| ○ | Collect and analyze data over a set period of interval time. |
| 3. | Metrics for Evaluation |
| ○ | Airborne microbial contamination (CFU/m3) |
| ○ | Surface microbial contamination (CFU/cm2) |
| ○ | VOC levels |
| ○ | Particulate matter (PM2.5 and PM10) |
| ○ | Carbon dioxide levels |
| 4. | Reporting |
| ○ | Compile data and present findings to the school district board. |
| ○ | Include visual aids like charts and graphs to illustrate improvements in air quality. |
| ○ | Obtain feedback and make necessary adjustments. |
Phase 2: Test-Case Implementation in One School
| 1. | Selection of Test-Case School |
| ○ | Choose a school with a diverse range of facilities to represent various environmental conditions found across the district. |
| 2. | Cost Savings and Occupant Benefit Metrics School Board can Track Post Installation |
| ○ | Compare energy consumption before and after the installation of MaxClean 756 units. |
| ○ | Calculate cost savings from reduced absenteeism and improved health of students and staff. (asthma triggering events, headaches, lethargy, allergies, level of concentration) |
| ○ | Assess maintenance costs and potential savings from extending the lifespan of HVAC systems due to reduced strain. |
| 3. | Energy Efficiency Metrics School Board can Track Post Installation |
| ○ | Measure changes in energy consumption of HVAC systems. |
| ○ | Evaluate improvements in heating and cooling efficiency due to cleaner air filters and ducts. |
| ○ | Evaluate the quality of air exchanges during summer months when HVAC Systems energy is being conserved. |
| ○ | Track the reduction in energy costs attributed to more efficient air circulation. |
| 4. | Productivity and Performance Metrics School Board can Track Post Installation |
| ○ | Track attendance rates and reduction in sick days among students and staff. |
| ○ | Conduct surveys to assess perceived air quality and overall comfort levels. |
| ○ | Measure improvements in student performance and concentration through standardized test scores and teacher feedback. |
| ○ | Decrease in expensive after school tutoring programs. |
| 5. | Implementation Plan |
| ○ | Measure baseline indoor air and surface quality metrics including levels of VOCs, particulate matter, CO2, and microbial contamination. (pathogenic viruses, bacteria, toxic mold, fungi, etc) throughout school with 3rd Party Lab |
| ○ | Install MaxClean 756 units throughout the selected school to cover all high traffic areas. |
| ○ | Ensure proper education for school maintenance staff on the operation and maintenance of the units. |
| ○ | Monitor air quality continuously and conduct regular maintenance checks. |
| 6. | School Board Reporting and Feedback after Monitoring Defined Metrics Over School Year. |
| ○ | Present interim and final reports to the school district board members.. |
| ○ | Include detailed cost-benefit analysis, energy efficiency improvements, and productivity gains. |
| ○ | Review findings and trends and communicate data metrics with all district board members at large. |
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Phase 3: Full Adoption Across the School District
| 1. | Review Positive Metrics from Test-Case School |
| ○ | Confirm the effectiveness and value of MaxClean 756 technology based on data collected from the test-case school. |
| ○ | Highlight key improvements in air quality, energy efficiency, cost savings, and productivity. |
| 2. | Develop a District-Wide Implementation Plan |
| ○ | Create a phased rollout plan to install MaxClean 756 units in all schools and facilities within the district. |
| ○ | Prioritize schools based on need and available budget. |
| 3. | Budget and Funding |
| ○ | Prepare a detailed budget outlining the costs of full implementation. |
| ○ | Explore funding options such as government grants, bonds, or partnerships with health and environmental organizations. |
| 4. | Communication and Training |
| ○ | Develop a communication plan to inform all stakeholders, including parents, teachers, and staff, about the benefits of the MaxClean 756 technology. |
| ○ | Provide training sessions for maintenance staff at each school. |
| 5. | Ongoing Monitoring and Maintenance |
| ○ | Establish a schedule for regular air quality monitoring and equipment maintenance. |
| ○ | Create a feedback loop to continually assess the performance and make necessary adjustments. |
Implementing the MaxClean 756 by technology in school districts is a multi-phase process that begins with a pilot study, progresses to a test-case implementation, and culminates in full adoption across the district. By systematically evaluating air quality improvements, cost savings, energy efficiency, and productivity gains, school districts can make informed decisions to ensure the long-term health and safety of their students and staff.
MaxClean 756 for Long Term Care Facilities Growth Strategies
As of 2024, there are approximately 65,600 regulated long-term care facilities in the United States. These facilities encompass various types of care environments, including nursing homes, assisted living facilities, and other residential care communities. The demand for long-term care facilities is driven by an aging population, increasing life expectancies, and a higher prevalence of chronic health conditions among the elderly
These facilities provide critical services to a growing number of older adults, many of whom require assistance with daily activities and medical care. The long-term care industry is expected to continue expanding to accommodate the needs of the aging baby boomer generation and the subsequent increase in the elderly population
VHCA-VCAL Trade Show Overview (https://www.vhca.org/events/exhibitor-sponsorship-information/)
The Virginia Health Care Association-Virginia Center for Assisted Living (VHCA-VCAL) Trade Show is a premier event for businesses to present their services and products to decision-makers, purchasing officers, and other key stakeholders in Virginia's nursing centers and assisted living communities. This trade show provides an excellent platform for businesses to showcase innovative solutions, network with industry professionals, and engage directly with potential clients and partners.
VHCA-VCAL Trade Show Plan for Engaging Decision-Makers, Purchasing Officers, and other Key Stakeholders
1. Pre-Show Preparation
| 1. | Define Objectives: |
| ○ | Set clear goals for the trade show, such as the number of leads to generate, partnerships to establish, or sales targets to achieve. |
| ○ | Identify key decision-makers and potential clients attending the show. |
| 2. | Develop Marketing Materials: |
| ○ | Create brochures, flyers, and banners that highlight the benefits and features of MaxClean 756. |
| ○ | Prepare case studies, testimonials, and data sheets that demonstrate the effectiveness of MaxClean 756 in improving air quality in similar settings. |
| 3. | Proactive Engagement: |
| ○ | Reach out to key decision-makers, purchasing officers, and influencers beforehand to schedule meetings during the trade show. |
| ○ | Utilize social media, email campaigns, and the event’s networking platform to connect with attendees. |
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2. Booth Presentation and Engagement
| 1. | Booth Design and Setup: |
| ○ | Design an attractive and professional booth that clearly displays the MaxClean 756 brand and messaging. |
| ○ | Include interactive elements such as live demonstrations, video presentations, and air quality monitoring displays to attract and engage visitors. |
| 2. | Staff Training: |
| ○ | Ensure that booth staff are well-trained and knowledgeable about MaxClean 756 products and services. |
| ○ | Prepare them to answer questions, conduct demonstrations, and engage in meaningful conversations with attendees. |
| 3. | Engagement Activities: |
| ○ | Offer use-cases of the MaxClean 756 system to showcase its effectiveness in similar enviroments. |
| ○ | Provide informative presentations or workshops on the importance of indoor air quality in long-term care facilities and the specific benefits of MaxClean 756. |
| ○ | Distribute promotional branded items to create a lasting impression. |
3. Networking and Building Relationships
| 1. | Attend Networking Events: |
| ○ | Participate in networking sessions, workshops, and seminars to meet and engage with industry professionals. |
| ○ | Be proactive in initiating conversations and exchanging contact information with potential clients and partners. |
| 2. | Leverage Social Media: |
| ○ | Use social media platforms to share updates, photos, and videos from the trade show. |
| ○ | Engage with attendees by using event hashtags and tagging relevant organizations and individuals. |
| 3. | Follow-Up Strategy: |
| ○ | After the trade show, promptly follow up with leads and contacts made during the event. |
| ○ | Send personalized emails thanking them for visiting the booth, provide additional information, and schedule follow-up meetings or calls. |
4. Measurement and Analysis
| 1. | Track Performance: |
| ○ | Monitor the number of visitors to the booth, the number of demonstrations conducted, and the leads generated. |
| ○ | Use lead tracking tools and CRM systems to organize and manage contacts. |
| 2. | Evaluate ROI: |
| ○ | Assess the return on investment by comparing the trade show expenses with the revenue generated and new business opportunities created. |
| ○ | Gather feedback from booth staff and attendees to identify areas of improvement for future trade shows. |
| 3. | Adjust Strategy: |
| ○ | Analyze the data collected and adjust strategies for future trade shows based on the insights gained. |
| ○ | Continuously improve the approach to maximize the effectiveness of trade show participation. |
Planned participation in Trade Shows like VHCA-VCAL Trade Show presents a valuable opportunity for MaxClean 756 to connect with key decision-makers in Virginia's long-term care industry. By implementing a well-defined business strategy that includes thorough preparation, engaging booth presentation, proactive networking, and effective follow-up, MaxClean 756 can significantly enhance its presence in the market and drive business growth.
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VirExit Technologies Bloomberg - Fox Business National TV Campaign Package with New To The Street, LLC
On July 19, 2024 VirExit Technologies, Inc. agree upon the terms with New To The Street Group LLC for a comprehensive media campaign to be featured on Bloomberg and Fox Business networks. New To The Street is a television show that profiles public companies, markets their products and services, and provides business news. NewToTheStreetTV's YouTube channel (https://www.youtube.com/@NewtotheStreetTV/videos ) boasts over 1.1m+ followers The show airs on multiple US networks and has recently completed its 575th episode, celebrating 15 years in business.
The media campaign aims to enhance the Company's visibility and engagement with investors and customers through a strategic combination of TV interviews, commercials, social media outreach, and digital distribution. Key components of the campaign include:
| 1. | Four HD interviews conducted at NASDAQ/NYSE or via Zoom, each 5-7 minutes in duration. |
| 2. | Two broadcasts on Bloomberg, reaching approximately 124 million households. |
| 3. | Two broadcasts on Fox Business, reaching approximately 95 million households. |
| 4. | Eight NASDAQ Special Tech reports for Fox, ABC, NBC, and CBS morning and evening business news. |
| 5. | 160 commercials (30-second and 15-second) distributed across social media platforms. |
| 6. | 320+ social media clips from interviews shared on Twitter, Instagram, and LinkedIn. |
| 7. | Four press releases announcing interview airings. |
| a. | To view an example: https://www.newtothestreet.com/new-to-the-street-announces-its-five-business-guest-interviews-episode-533-airs-on-the-fox-business-network-on-monday-november-27-2023-at-1030-pm-pt/ |
| 8. | Ongoing internet visibility for 6 months on www.newtothestreet.com. |
| 9. | Comprehensive social media support and TV guide listings across networks. |
| 10. | Bi-weekly strategy calls with the New To The Street team. |
| 11. | Full access to edited interviews and commercial content for redistribution. |
| 12. | Non-deal roadshow events with brokers, family offices, and high net-worth individuals. |
| 13. | Two premium news tagging articles in major financial outlets. |
The Company believes this strategic partnership will significantly boost its market presence and investor awareness expected over the coming months.
The agreement with Early Ventures Group is attached hereto as Exhibit 99.1
The full lab report, including detailed data and analysis, is attached hereto via link to Virexit Technologies website as Exhibit 99.2.
July 18, 2024 Accesswire Press Release attached hereto via link as Exhibit 99.3
The Pitch Deck for New To the Street Group LLC, attached hereto via link to Virexit Technologies website as Exhibit 99.4
The MaxClean 756 PoC proposal framework is attached hereto via link to Virexit Technologies website as Exhibit 99.5
The previously stated and foregoing summaries do not purport to describe all material terms of each such described under 8.01 item. This report contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the of the Securities Exchange Act of 1934, including statements that include the words believe, expects, anticipates, plan, or similar expressions. Such forward-looking statements involve known and unknown risks, and other factors that may cause the actual results, performance, or achievements of the Company to differ materially from those expressed or implied by such forward-looking statements.
The information in this Current Report on Form 8-K with respect to Item 8.01 (including the agreements, lab report, and press release attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5) will not be deemed an admission as to the materiality of any information contained herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
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99.2 |
| MaxClean 756’s Pre and In-Treatment Air and Surface Lab Report - School Test Pilot (link -https://virexittechnologies.com/wp-content/uploads/2024/07/MaxClean-3rd-Party-Lab-Report-Pre-and-In-Treatment-Air-and-Surface-Report-–-Test-Pilot.pdf to lab report) |
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99.3 |
| July 18, 2024 Accesswire Press Release – https://www.accesswire.com/889575/virexit-technologies-secures-landmark-agreement-for-maxclean-756-air-and-surface-purification-system-test-pilot-in-major-us-school-district-enhancing-indoor-air-and-mitigation-of-bacteria-viruses-toxic-molds-fungi-and-vocs-to-optimize-occupants |
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99.4 |
| New To the Street Group LLC Pitch Deck Version 2.0 2024 - https://virexittechnologies.com/wp-content/uploads/2024/07/Media-New-To-The-Street-Pitch-Deck-2024-1-1-1.pdf |
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99.5 |
| MaxClean 756 PoC Proposal Framework Example - https://virexittechnologies.com/wp-content/uploads/2024/07/MaxClean-PoC-Proposal-for-Schools-7-27-23_Redacted-2.pdf |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 9 |
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.
| VirExit Technologies Inc | ||
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Date: July 25, 2024 | By: | /s/ James C Katzaroff |
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| Name: James C Katzaroff Title: Chief Executive Officer |
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| 10 |
EXHIBIT 99.1
Joint Venture Agreement
This Joint Venture Agreement ("Agreement"), made on May 05, 2024 by and between VirExit Technologies, Inc., of 719 Jadwin Ave, Richland, Washington 99352 and Early Ventures Group, of 13924 Quail Ridge Dr #200 Broomfield,Colorado, 80020. The parties are hereinafter sometimes referred to together as the "Joint Venturers" or the "Parties" and individually as a "Joint Venturer" or "Party."
The Parties wish to establish a Joint Venture for the purpose set forth below (the "Joint Venture"); and
The Parties wish to enter into an agreement to carry out the purpose of the Joint Venture and to define the respective rights and obligations of the Parties with respect to the Joint Venture.
Therefore, in consideration of the mutual promises, covenants, warranties and conditions herein, the Joint Venturers agree as follows:
Name. The parties hereby form and establish a Joint Venture to be conducted under the name of VirExit Technologies, Inc., (hereinafter referred to as the "Joint Venture"). The Joint Venturers agree that the legal title to the Joint Venture property and assets, including the Joint Venture itself, shall remain in the name of the Joint Venture.
Place of Business & Term. The principal place of business of the Joint Venture shall be located at 719 jadwin ave, Richland, Washington 9935 . The term of the Joint Venture shall commence on the execution date hereof and shall continue until 5/6/28provided, however, that the Joint Venture shall be dissolved prior to such date upon the sale or disposal of the Joint Venture and the payment or satisfaction of all debts of the Joint Venture.
Purpose. The Joint Venturers form this Joint Venture to: market and sell MaxClean. To the extent set forth in this Agreement, each of the Joint Venturers shall own an undivided fractional part in the business. The Joint Venture shall not engage in any other business or activity without the written consent of the Joint Venturers.
Capital. Separate capital accounts shall be maintained for each Joint Venturer and shall consist of the sum of its contributions to the capital of the Joint Venture plus its share of the profits of the Joint Venture, less its share of any losses of the Joint Venture, and less any distributions to or withdrawals made by or attributed to it from the Joint Venture.
The contributions from each of the Joint Venturers, for the purpose of this Joint Venture, is the sum set after the name of each Joint Venturer as follows:
| VirExit Technologies, Inc. |
| $50,000 – (Payable in VXIT Common Stock) |
| Early Ventures Group |
| $0.00 |
The Joint Venturers shall make such other capital contributions required to enable the Joint Venture to carry out its purposes as set forth herein as the Joint Venturers may mutually agree upon. The Joint Venturers shall arrange for or provide any financing as may be required by the Joint Venture for carrying out the purposes of the Joint Venture. The terms and conditions of all such loans shall be subject to prior approval of the Joint Venturers. The Joint Venturers shall endorse, assume, or guarantee such obligations of the Joint Venture as the Joint Venturers may mutually agree upon.
Percentage Interest In The Joint Venture. The respective percentage interest in the Joint Venture owned by each Joint Venturer, respectively, is as follows:
| VirExit Technologies, Inc. |
| 60 |
| Early Ventures Group |
| 40 |
Profits. The net profits as they accrue for the term of this Agreement, or so long as the Joint Venturers are the owners in common of the business interest, shall be distributed between the Joint Venturers, based on the respective percentage interest in the Joint Venture owned by each Joint Venturer as follows:
| VirExit Technologies, Inc. |
| 60 |
| Early Ventures Group |
| 40 |
Expenses of Venture. All losses and disbursements in acquiring, holding and protecting the business interest and the net profits shall, during the period of the venture, be paid by the Joint Venturers, in the ratio which the contribution of each Joint Venturer bears to the total contributions.
Duties of Joint Venturers.
The duties of VirExit Technologies, Inc. are: sales and marketing
The duties of Early Ventures Group are: coordination with end manufacturer and installation
Powers of Joint Venturers. The following powers may be exercised only upon the consent of the Joint Venturers:
(a) The power to borrow money on the general credit of the Joint Venture in any amount, or to create, assume, or incur any indebtedness to any person or entity;
(b) The power to make loans in any amount, to guarantee obligations of any person or entity, or to make any other pledge or extension of credit;
(c) The power to purchase or otherwise acquire any other property except in the ordinary course of business of the Joint Venture;
(d) The power to sell, encumber, mortgage or refinance any loan or mortgage on any of the Joint Venture property;
(e) The power to confess any judgment against the Joint Venture, or to create, assume, incur or consent to any charge (including any deed of trust, pledge, encumbrance or security interest of any kind) upon any property or assets of the Joint Venture;
(f) The power to spend any renovation or remodeling funds or to make any other expenditures except for routine day-to-day maintenance and operation of the Joint Venture.
Confidential Information. "Confidential Information" means nonpublic information that (a) the disclosing Party designates as confidential, or (b) information which, under the circumstances surrounding disclosure, ought to be treated as confidential. Confidential Information may include, without limitation, Technology, Technology Improvements, Derivative Works, Intellectual Property Rights, Marketing Materials, ideas, know-how, methods, formulae, processes, designs, apparatus, devices, techniques, systems, flow charts, sketches, photographs, plans, drawings, specifications, computer programs or software, samples, studies, findings, data, reports, projections, plant and equipment expansion plans, lists or identities of employees or customers, financial statements or other financial information, pricing information, cost and expense information, product development and marketing plans, compositions of matter, discoveries and inventions (whether or not patentable), works of authorship (whether or not protected under copyright laws), information, algorithms, procedures, notes, summaries, descriptions, results and the like.
Derivative Works. "Derivative Works" means works that are based upon one or more pre-existing works, such as: (a) for copyrightable or copyrighted material, any translation, portation, modification, correction, addition, extension, upgrade, improvement, compilation, abridgment, revision or other form in which such material may be recast, transformed, or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material that is protected by trade secret, any new material derived from such existing trade secret material, including new material that may be protected by any of copyright, patent, and trade secret.
Intellectual Property Rights. "Intellectual Property Rights" means any and all patent, copyright, trademark, trade secret, know-how, trade dress or other intellectual or industrial property rights or proprietary rights (including, without limitation, all claims and causes of action for infringement, misappropriation or violation thereof and all rights in any registrations, applications and renewals thereof), whether existing now or in the future, whether worldwide or in individual countries or political subdivisions thereof, or regions, including, without limitation, the United States.
Technology. "Technology" means materials, packaging, products, know-how and methods of manufacturing thereof as provided by a Party herein, and including all Intellectual Property Rights embodied therein and any Derivative Works thereof. Technology further means, without limitation, any designs, materials, methods, formulae, processes, technology, apparatus, devices, techniques, systems, flow charts, sketches, photographs, plans, drawings, specifications, proprietary infom1ation, know-how, trade secrets, computer programs or software, samples, studies, findings, data, reports, projections, manufacturing specifications and methods, testing specifications and methods, pricing information, cost and expense information, product development and marketing plans, compositions of matter, discoveries and inventions (whether or not patentable), works of authorship (whether or not protected under copyright laws), information, algorithms, procedures, notes, summaries, descriptions and development results related to any materials, packaging, products, know-how and methods of manufacturing thereof.
Technology Improvements. "Technology Improvements" means any proprietary information, know-how, trade secrets, programs, designs, processes, methods, formulae, compositions of matter, documents, materials, technology, data, Intellectual Property Rights, or Derivative Works in developments and/or conceptions created, obtained or developed by either Party alone (including through the efforts of any independent contractor or affiliate of that Party) or together with the other Party that: (a) are based on, derived from or are direct improvements to Technology, (b) can be used in or in the production of Technology, or (c) provide alternatives for use in the production of Technology that, if so used, reasonably would: (i) add Technology capability or increase Technology efficiency or quality, (ii) reduce Technology manufacturing or Technology costs, and/or (iii) facilitate the manufacturing of Technology.
Treatment of Proprietary and Confidential Information.
| 1. | In connection with the performance of this Agreement, each Party contemplates the disclosure by it of certain Confidential Information to the other Party. Each Party considers its Confidential Information to be an asset of substantial commercial value, having been developed at considerable expense, but will disclose such information to the other Party under the terms and conditions of this Agreement. |
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| (a) | During the Term and continuing thereafter for 5 year(s) from the termination or expiration of the Agreement, the Party receiving Confidential lnfom1ation ("Receiving Party") from the disclosing Party ("Disclosing Party") shall (i) treat all Confidential Information disclosed by the Disclosing Party as secret and confidential and shall not disclose all or any portion of the Confidential Information to any other Person, except as provided in section l.l(b), (ii) not use any of such Confidential Information except in the performance of the Receiving Party's covenants and obligations or otherwise as contemplated under this Agreement, and (iii) restrict access to Confidential Infom1ation to the Receiving Party's employees (including contractors, accountants and counsel and similar representatives) who have a need to know such information in connection with the performance of the Receiving Party's obligations and covenants under this Agreement and shall be responsible to ensure that such employees maintain the terms of confidentiality and nonuse as required in this Agreement. |
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| (b) | In the event that either Party desires to use a third party service provider ("Service Provider”), including, for example, an engineering design firm or a contract manufacturer, to develop or produce the Product using Technology or Technology Improvements, all Parties to this Agreement must first enter into at least an acceptable non-disclosure and technology ownership agreement with the Service Provider. Neither Party to this Agreement may disclose any Confidential Information to a Service Provider unless (i) both Parties to this Agreement have individually entered into a non-disclosure agreement with the Service Provider and (ii) the Service Provider has a presence in the United States and is able to be served legal documents in the United States or agrees, in writing, that it can be served and that United States Courts have personal jurisdiction over the Service Provider. |
| 2. | Notwithstanding anything to the contrary herein, Confidential Information shall not include any information that: (a) is presently in the Receiving Party's possession, provided that such information has not been obtained from the Disclosing Party and that such possession can be demonstrated by the Receiving Party's written records; (b) is, or becomes, generally available to the public through no act or omission of the Receiving Party; (c) is received by the Receiving Party in written form from a third party having no binding obligation to keep such information confidential; or (d) is required to be disclosed by law, upon the advice of legal counsel. |
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| 3. | Specific Confidential Information shall not be deemed to be available to the public or in the possession of the Receiving Party merely because it is embraced by more general information so available or in said Receiving Party's possession, nor shall a combination or aggregation of features which form confidential information be deemed to be non-confidential merely because the individual features, without being combined or aggregated, are non-confidential. |
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| 4. | Each of the Parties hereby agrees that all written or other tangible forms of Confidential Information (including any materials generated by the Receiving Party related to any Confidential Information) shall be and remain the property of its owner and shall be promptly returned to the owner upon the written request of the owner. |
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| 5. | Neither the Agreement nor the disclosure of any information by the Disclosing Party shall be deemed to constitute by implication or otherwise, a vesting of any title or interest or a grant of any license, immunity or other right to the Receiving Party with regard to the Confidential Information. Additionally, except as expressly provided in this Agreement, the execution of the Agreement shall not operate, directly or indirectly, to grant to either Party any rights under any patent, trade secret or know-how now or hereafter owned by or licensed to the other Party. |
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| 6. | Each Party warrants that it is the rightful owner of the Confidential Information to be disclosed under this Agreement and that it has the lawful right to make such disclosure. |
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| 7. | In the event that the Receiving Party or any of its representatives are requested or required to disclose Confidential Information pursuant to a subpoena or an order of a court or government agency, the Receiving Party shall (a) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding the governmental request or requirements; (b) consult with the Disclosing Party on the advisability of taking steps to resist or narrow the request; (c) if disclosure of Confidential Inforn1ation is required, furnish only such portion of the Confidential Information as the Receiving Party is advised by counsel is legally required to be disclosed; and (d) cooperate with the Disclosing Party in its efforts to obtain an order or other reliable assurance that confidential treatment be accorded to that portion of the Confidential Information that is required to be disclosed. |
Because money damages may not be a sufficient remedy for any breach of this Section of the Agreement by the Receiving Party, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach of this Section. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Section of the Agreement by the Receiving Party, but shall be in addition to all other remedies available at law or equity to the Disclosing Party. In the event of litigation relating to the Agreement, if a court of competent jurisdiction determines that the Receiving Party has breached this Section of the Agreement, then the Receiving Party shall be liable and pay to the Disclosing Party the reasonable attorneys' fees, court costs and other reasonable expenses of litigation, including any appeal therefrom. The Receiving Party further agrees to waive any requirement for the posting of a bond in connection with any such equitable relief.
No Liability to Third Parties. The debts, obligations and liabilities of either Joint Venturer, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such Joint Venturer, and no other Party shall be obligated for any such debt, obligation or liability of such Joint Venturer solely by reason of being a party to this Agreement or an equity holder of a JV Company.
Deadlock. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.
Legal Title to the Joint Venture. The Joint Venturers agree that the legal title to the Joint Venture property and assets, including the Joint Venture itself, shall remain in the name of the Joint Venture.
Transfers Of Joint Venturers' Interests. Except as otherwise expressly permitted herein, no Joint Venturer may sell, transfer, assign or encumber its interest in the Joint Venture, or admit additional Joint Venturers, without the prior written consent of the other Joint Venturer. Any attempt to transfer or encumber any interest in the Joint Venture in violation of this Section shall be null and void.
The obligations and Rights of Transferees are as follows:
| (a) | Any person who acquires in any manner whatsoever any interest in the Joint Venture, irrespective of whether such person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefit of the acquisition thereof to have agreed to be subject to and bound by all the obligations of this Agreement that any predecessor in interest of such a person was subject to or bound by; |
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| (b) | The person acquiring an interest in the Joint Venture shall have only such rights, and shall be subject to all of the obligations, as are set forth in this Agreement; and, without limiting the generality of the foregoing, such a person shall not have any right to have the value of its interest ascertained or receive the value of such interest or, in lieu thereof, profits attributable to any right in the Joint Venture, except as herein set forth. |
Termination. Upon the termination or dissolution of the Joint Venture, the Joint Venturers shall proceed to liquidate the Joint Venture, and all proceeds of such liquidation shall be applied and distributed in the manner set above according to the interests held by each party in the Joint Venture. A reasonable time shall be allowed for the orderly liquidation of the Joint Venture's assets in order to minimize losses normally attendant upon such liquidation.
Notice. Any notices to be given under this Agreement by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices must be addressed to the addresses of the parties as they appear in the introductory paragraph of this Agreement. Each party may change its address by written notice in accordance with this paragraph.
Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of 5 calendar days after mailing.
Dispute Resolution. The Joint Venturers will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the Joint Venturers. If the matter is not resolved by negotiation, the Joint Venturers will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
Miscellaneous Partition. The Joint Venturers hereby mutually waive any right of partition which they may have with respect to the Joint Venture and any noncash assets of the Joint Venture.
Fees and Commissions. Each Joint Venturer hereby represents and warrants to the other that it has not incurred or obligated the Joint Venture for any brokerage, finder's or other similar fees or commissions in connection with the transactions covered by this Agreement or in connection with acquiring the Joint Venture or forming this Joint Venture. Each Joint Ventuer hereby agrees to indemnify and hold harmless the other from and against all liabilities, costs, damages and expenses from any breach or alleged breach of the foregoing representation.
Waiver. Failure on the part of either Joint Venturer to complain of any act of the other Joint Venturer or to declare the other Joint Venturer in default, irrespective of how long such failure continues, shall not constitute a waiver by such Joint Venturer of its rights hereunder. No waiver of, or consent to, any breach or default shall be deemed or construed to be a waiver of, or consent to, any future breach or default.
Severability. If any provision of this Agreement or the application thereof shall be determined by a court of competent jurisdiction to be invalid and unenforceable, the remainder of this Agreement and the application of the other provisions herein contained shall not be affected thereby, and all such other provisions shall remain effective and in force and shall be enforced to the fullest extent permitted by law.
Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Joint Venturers, and their heirs, successors and assigns.
Duplicate Originals. This Agreement may be executed in duplicate, with each such duplicate to be considered an original for all purposes.
Construction of Agreement. (a) The captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision thereof. (b) As used herein, the word "person" shall include the individuals, corporations, partnerships and other entities of any type. In this Agreement, the use of any gender shall be applicable to all genders, and the singular shall include the plural, and the plural shall include the singular.
Other Activities of Joint Venturers. Any Joint Venturer may engage in other business ventures of every nature and neither the Joint Venture nor the other Joint Venturer shall have any right in such independent ventures or the income and profits derived therefrom.
Entire Agreement. This Agreement is intended by the Joint Venturers to be the final expression of their agreement and the complete and exclusive statement of the terms thereof, notwithstanding any representations or statements to the contrary heretofore made.
Amendments. This Agreement may be amended by the Parties hereto at any time prior; provided, however, that any amendment must be by an instrument or instruments in writing signed and delivered on behalf of each of the Parties hereto.
Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of Washington without regard for conflicts of laws principles. Each Joint Venturer hereby expressly consents to the personal jurisdiction of the state and federal courts located in the State of Washington for any lawsuit filed there against any party to this Agreement by any other party to this Agreement concerning the Joint Venture or any matter arising from or relating to this Agreement.
In witness whereof, the Joint Venturers have signed and sealed this Agreement. Executed by the Joint Venturers named above with the intent of being legally bound.
| By: | /s/ James C Katzaroff |
| Date: | 05/05/2024 |
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| VirExit Technologies, Inc. |
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| By: | /s/ Brian Oliver |
| Date: | 05/07/2024 |
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| Early Ventures Group |
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