UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 12, 2024
SIGMA ADDITIVE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-38015 | | 27-1865814 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3900 Paseo del Sol
Santa Fe, New Mexico 87507
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (505) 438-2576
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 stock, par value $0.001 per share | | SASI | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined 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 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 2.01 Completion of Acquisition or Disposition of Assets.
On January 12, 2024, Sigma Additive Solutions, Inc. (“we,” “us,” “our,” “Sigma” or the “company”) completed the sale of assets consisting primarily of patents, software code and other intellectual property to Divergent Technologies, Inc., or Divergent, for a purchase price of $1,626,242, resulting in net proceeds to the Company of $1,533,563, after reimbursement by the Company of certain of Divergent’s legal fees. The sale was made pursuant to the Asset Purchase Agreement with Divergent previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 13, 2023.
Item 7.01 Regulation FD Disclosure
On January 16, 2023, the company issued a press release announcing completion of the sale of assets to Divergent and the transactions contemplated thereby. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
There is hereby incorporated herein by reference the unaudited pro forma condensed combined financial statements of the company as of and for the periods ended September 30, 2023 and December 31, 2022 set forth on pages 69 through 72 and the notes thereto set forth on pages 73 through 77 of the definitive proxy statement filed by the company with the SEC on December 1, 2023.
(d) Exhibits
See the accompanying Index to Exhibits, which information is hereby incorporated herein by reference.
INDEX TO EXHIBITS
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.
| Date: January 16, 2024 | SIGMA ADDITIVE SOLUTIONS, INC. |
| | | |
| | By: | /s/ William Kerby |
| | | William Kerby |
| | | Chief Executive Officer |
