UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

March 21, 2024

Date of Report (Date of earliest event reported)

 

flooidCX Corp.

(Exact name of registrant as specified in its charter)

 

Nevada

 

0-55965

 

35-2511643

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

14747 N Northsight Blvd

Ste 111-218

Scottsdale, AZ

 

85260

(Address of principal executive offices)

 

(Zip Code)

 

(702) 323-6455

Registrant’s telephone number, including area code

 

Not applicable

 (Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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 as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

Emerging growth company ☒

 

If an 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. ☒

 

 

 

 

ITEM 1.01 Entry into a Material Definitive Agreement.

  

On March 23, 2023, Quantum Energy Corporation DBA/flooidCX Corp. (“FLCX”), a Nevada corporation, and Quantum Energy, Inc., a Nevada corporation (“QREE”), entered into an Agreement and Plan of Merger (the “Agreement”). Subsequently, the parties agreed that it was no longer in their material interest to proceed with the merger, and on March 21, 2024 the parties entered into a termination agreement which officially terminated the merger and the merger agreement, and released the parties from all liabilities related thereto.

 

Both FLCX and QREE will continue to operate as separate and distinct entities, each maintaining their respective corporate structures and trading status on the OTC Markets.

 

As a result of the termination of the Agreement, the planned change in the surviving company as contained in the Agreement will not take place.

 

Inductance Energy Corporation (“IE”), currently operated as a majority owned subsidiary of Quantum Energy, Inc., will continue in its current structure, and current shareholders of Inductance Energy Corporation will retain their current ownership of IE.

 

The decision to terminate the Agreement was reached in an amicable and cooperative manner, with both parties agreeing that this course of action was in the best interest of their respective shareholders.

 

Forward-Looking Statements

 

Certain statements contained herein, are not based on historical fact and are “forward-looking statements” within the meaning of applicable securities laws. Generally, these statements can be identified by the use of words such as “believes,” “estimates,” “expects,” “plans,” “may,” “will,” “should,” “could,” “would” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the Company’s forward-looking statements. These risks and uncertainties include, but are not limited to: local, regional, national and international economic conditions; consumer confidence and spending patterns, which are subject to fluctuation and could increase or decrease more than the Company expects; weather, acts of God and other disasters; the seasonality of the Company’s business; inflation or deflation; increases in unemployment rates and taxes; increases in labor and health insurance costs; competition and changes in consumer tastes and the level of acceptance of the Company’s products; demographic trends; the cost of advertising and media; government actions and policies; interest rate changes, compliance with debt covenants and the Company’s ability to make debt payments. The Company assumes no obligation to update any forward-looking statement, except as may be required by law. These forward-looking statements speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement.

 

ITEM 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed as part of this report:

 

Regulation

S-K Number

 

Document

 

 

 

10.1

 

Termination Agreement

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
2

 

 

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.

 

 

flooidCX Corp.

 

 

 

 

 

Date: March 29, 2024

By:

/s/ Dennis M. Danzik

 

 

 

Dennis M. Danzik

President & CEO

 

 

 
3

 

 

EXHIBIT 10.1

 

MUTUAL TERMINATION AGREEMENT

 

This Mutual Termination Agreement (this “Agreement”) is dated March 21, 2024 (the “Effective Date” hereof) by and among Quantum Energy, Inc. (“Quantum”) a Nevada corporation and flooidCX Corp. (“Flooid”), a Nevada corporation.

 

WHEREAS, Quantum and Flooid entered into a Merger Agreement dated March 23, 2023; and

 

WHEREAS, the Parties have mutually agreed to terminate the Merger Agreement.

 

NOW, THEREFORE, pursuant to the mutual agreement of the Parties, for ten dollars ($10) and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, do hereby agree as follows:

 

1. Capitalized terms used herein that are not otherwise defined shall have the meanings as given to them in the Merger Agreement.

 

2. The Merger Agreement is hereby terminated as of the Effective Date. For the avoidance of doubt, the effect of this termination is that all rights and obligations of the Parties each to the other, which are related to the proposed merger transaction and Merger Agreement are hereby terminated and each party shall have no further rights or obligation under the Merger Agreement, effective immediately.

 

3. Quantum hereby releases Flooid, and its officers, employees, directors, agents and representatives from and against any and all claims, losses, damages, liabilities, demands, costs and expenses attributable to, or arising out of or related to the transaction described in the Merger Agreement and as to the Merger Agreement itself.

 

4. Flooid hereby releases Quantum and its officers, employees, directors, agents and representatives from and against any and all claims, losses, damages, liabilities, demands, costs and expenses attributable to, or arising out of, or related to the transaction described in the Merger Agreement and as to the Merger Agreement itself.

 

5. This Agreement shall be governed and interpreted, and all rights and obligations of the Parties shall be determined, in accordance with the laws of the State of Arizona, without regard to its conflict of laws rules. All disputes with respect to this Agreement, which cannot be resolved by good faith negotiation among the Parties, shall be brought and heard either in the Nevada State Courts or a United States District Court located in Arizona. The Parties to this Agreement each consent to the in person jurisdiction and venue of such courts. The Parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by facsimile or by certified mail, postage prepaid, return receipt requested, and shall be deemed effectively given upon confirmed receipt thereof.

 

6. This Agreement may be executed in more than one counterpart and any party hereto may execute any such counterpart, all of which when executed and delivered shall be deemed to be an original and to which all counterparts, when fully executed by all of the Parties, taken together shall constitute but one (1) and the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to account for any other counterpart except to the extent to show that another party signed and delivered the counterpart under which it is asserted to have certain responsibilities or obligations.

 

 

 

 

7. This Agreement states the entire agreement among the Parties hereto about the termination of the Merger Agreement, and supersedes all prior agreements, commitments, communications, negotiations, offers (whether in writing or oral), representations, statements, understandings and writings pertaining thereto, and may not be amended or modified except by written instrument duly executed and delivered by all of the Parties hereto.

 

8. The Parties agree that on the request of the other party they shall execute any and all documents reasonably requested which relate to the Merger Agreement and/or the transaction described therein and herein.

 

9. Waiver by any party hereto of any breach or default by any other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived.

 

10. In the event that any one or more provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

 

11. This Agreement contains the entire understandings of the Parties. There are no restrictions, agreements, promises, warranties, covenants or undertakings other than those expressly set forth herein. This Agreement supersedes and terminates all prior agreements, arrangements and understandings between the Parties, related to the subject matter hereof, whether oral or written, including but not limited to, the Merger Agreement.

 

 

QUANTUM ENERGY, INC.

 

 

 

 

By:

/s/ William Westbrook

CFO

 

 

Authorized Officer

 

 

 

 

 

FLOOIDCX CORP.

 

 

 

 

 

 

By:

/s/ Dennis M Danzik

CEO

 

 

 

Authorized Officer

 

 

 

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