Item
1.01 Entry into a Material Definitive Agreement
On
December 26, 2017, Eight Dragons Company (the “Company”) entered into a Restructuring Agreement (the “Restructuring
Agreement”) with Una Taylor, the Chief Executive Officer and 33.38% stockholder of the Company, and Rokk3r Labs LLC (“Rokk3r”).
The Restructuring Agreement provided for certain transactions as described below. The transactions contemplated by the Restructuring
Agreement (the “Transactions”) closed on December 26, 2017 (the “Closing Date”). As a result of the closing
of the Transactions (the “Closing”), Rokk3r acquired control of the Company from Ms. Taylor. Following the Closing,
Rokk3r owns 89.41% of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).
Pursuant
to the Restructuring Agreement, at the Closing, Rokk3r contributed to the Company certain assets of Rokk3r, consisting of intellectual
property assets, as a contribution to the capital of the Company, in exchange for the issuance to Rokk3r of 74,050,000 shares
of Common Stock. The contribution of assets was completed pursuant to an Asset and Intellectual Property Contribution and Assignment
Agreement (the “Contribution and Assignment Agreement”), also dated as of December 26, 2017, which was entered into
in accordance with the Restructuring Agreement.
The
Closing was subject to certain conditions precedent and the completion of certain other actions, as follows:
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The
Company and Eight Dragons Acquisition, LLC (“Eight Dragons LLC”), an affiliate of Ms. Taylor, rescinded certain
transactions between the Company and Eight Dragons LLC, and in connection therewith Eight Dragons LLC returned to the Company
290,500 shares of Common Stock, for no additional consideration.
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The
Company and Ms. Taylor rescinded certain transactions between the Company and Ms. Taylor, and in connection therewith Ms.
Taylor returned to the Company 9,710,295 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.0001
per share, of the Company, for no additional consideration. In connection therewith, the Company and Ms. Taylor entered into
that certain Rescission Agreement (the “Taylor Rescission Agreement”).
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Pursuant
to the Restructuring Agreement, the Company agreed that, following the Closing and until January 31, 2019 (the “Deadline”),
Ms. Taylor will have the right to elect to have the Company issue to Ms. Taylor either (i) an option to acquire 4,000,000 shares
of Common Stock, which option will be at a strike price of $0.0001 per share of Common Stock, and which option will be exercisable
for a period of 16 months from the issuance thereof or (ii) 4,000,000 shares of Common Stock. The number of options or shares
of Common Stock to be issued is subject to adjustment and possible return to the Company as set forth in the Restructuring Agreement.
In the event that Ms. Taylor has not made such election on or prior to the Deadline, the rights of Ms. Taylor to receive the options
or shares will be automatically forfeited. The Company has also agreed to grant Ms. Taylor customary registration rights with
respect to the shares of Common Stock as may be obtained by Ms. Taylor as described above. Ms. Taylor’s rights to receive
the shares or options, and Ms. Taylor’s registration rights, may be assigned by Ms. Taylor to (i) any entity which is 100%
owned and controlled by Ms. Taylor; or (ii) any entity that is owned and controlled 80% by Taylor and 20% by Titan Funding, LLC,
an affiliate of Ms. Taylor, subject, in the case of this subclause (ii) only, to the reasonable approval of the Company.
Pursuant
to the terms of the Restructuring Agreement, Ms. Taylor and Theodore Faison agreed to resign from all positions with the Company
held by them. In addition, the Company agreed that it would take, prior to Ms. Taylor’s and Mr. Faison’s resignations,
such actions as required to name Nabyl Charania, German Montoya and Jeff Ransdell, or other persons as identified by Rokk3r prior
to the Closing, to the Company’s board of directors of the Company, and to appoint Mr. Charania as the Chief Executive Officer
of the Company.
In
connection with the Restructuring Agreement, the Company, Rokk3r and Ms. Taylor also entered into a Release Agreement (the “Release
Agreement”), pursuant to which each party released the others and each of their respective predecessors, successors, assigns,
heirs, representatives, agents and all related parties from all claims of any type that any such party may have had or may have
in the future, to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the
past up to and including December 26, 2017, other than any claims arising from the Restructuring Agreement.
Prior
to the execution of the Restructuring Agreement, the Company had undertaken certain additional actions in contemplation of the
actions under the Restructuring Agreement, which actions were required by Rokk3r in order for Rokk3r’s agreement to enter
into the Restructuring Agreement. Specifically:
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On
November 19, 2017, the Company and Protect Pharmaceuticals Corporation (“PRTT”) entered into a Rescission and
Mutual Release Agreement (the “PRTT Rescission Agreement”), pursuant to which the parties rescinded certain transactions
between them, and in connection therewith PRTT returned to the Company 3,000,000 shares of Common Stock, and the Company returned
to PRTT 6,100,000 shares of common stock of PRTT that the Company had acquired in the transactions, and the parties each released
each other from any claims one may have had against the other.
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On
November 21, 2017, the Company and Trident capX Corporation (“Trident”) entered into a Stock Redemption and Release
Agreement (the “Trident Redemption Agreement”), pursuant to which the Company redeemed 9,710,295 shares of Common
Stock from Trident for a total consideration of $1.00, and wherein the parties each released each other from any claims one
may have had against the other.
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On
December 4, 2017, the Company and Rokk3r Fuel Fund 2, LP (“RFF”) and Rokk3r Fund Fuel 2 GP, LLC, the General Partner
of RFF (“GP”) entered into a Stock Issuance and Release Agreement (the “Stock Issuance Agreement”),
pursuant to which RFF and GP released the Company from certain claims that RFF and GP may have had against the Company due
to a previously subscription that the Company had made for an investment in RFF, but which the Company had not completed,
in return for the issuance to RFF of 7,500,000 shares of Common Stock, which issuance was completed on December 4, 2017. The
Stock Issuance and Release Agreement also provides that the Company similarly releases its claims against RFF and GP, and
recites that it is the intention of RFF to contribute approximately $15 million of capital or assets to the Company in the
upcoming three years. However, there is no binding obligation on RFF to make any such contribution and there can be assurance
that it will occur, or of the terms, conditions or timing thereof.
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The
foregoing descriptions of the Restructuring Agreement, the Contribution and Assignment Agreement, the Taylor Rescission Agreement,
the Release Agreement, the PRTT Rescission Agreement, the Trident Redemption Agreement and the Stock Issuance Agreement are summaries
only and are qualified in their entireties by reference to the full text of the Restructuring Agreement, the Contribution and
Assignment Agreement and the Rescission Agreement, filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively,
and incorporated herein by reference.