Clone Algo Technologies, Inc. Announces Execution of Definitive Merger Agreement with ECO Integrated Technologies, Inc. – Yahoo Finance
LAGUNA NIGUEL, CA / ACCESSWIRE / October 5, 2022 / Clone Algo Technologies, Inc. ("Clone Algo") (OTC PINK:CATI) announced today that on September 12, 2022, it entered into a definitive merger agreement with ECO Integrated Technologies Inc., a privately held Delaware corporation ("ECO Integrated"). Pursuant to the Merger Agreement, a wholly-owned subsidiary of Clone Algo ("Merger Sub") will be merged with ECO Integrated and will thereafter be a wholly-owned subsidiary of Clone Algo. The Merger Agreement and the transactions contemplated there in have been approved by each of the board of directors of Clone Algo and ECO Integrated entered into September 12, 2022. The Merger is expected to be consummated by the second quarter of 2023 subject to stockholder approval and the satisfaction of certain other customary closing conditions, including the filing and declaration of effectiveness of a Registration Statement on Form S-4 registering the shares of Clone Algo's common stock issuable to the shareholders of ECO Integrated.
ECO Integrated Technologies holds a controlling ownership interest in Clone Algo through a June 2022 cash acquisition of shares of Clone Algo common stock. Jess Rae Booth is the President and Chief Financial Officer of Clone Algo and a member of its board of directors. Mr. Booth is also the Chief Executive Officer and a member of the board of directors of ECO Integrated. Mr. Booth is also the sole director and officer of the Merger Sub.
Pursuant to the Merger Agreement, on the closing of the merger (the "Effective Time"), Merger Sub will merge with and into ECO Integrated such that ECO Integrated is the Surviving Company (the "Surviving Company"). At the Effective Time, each share of common stock of Merger Sub that was outstanding immediately prior to the Effective Date shall by virtue of the Merger be converted into the right to receive one share of common stock of the Surviving Company so that at the Effective Time Clone Algo shall be the holder of all the issued and outstanding shares of the Surviving Company. Additionally, at the Effective Time, each share of common stock beneficially owned by the stockholders of ECO Integrated shall by virtue of the Merger be converted into one share of the common stock of Clone Algo. In addition, all shares of Clone Algo held by ECO Integrated prior to the Effective Time will be cancelled and returned to the treasury of Clone Algo at the Effective Time. At the Effective Time there shall be no outstanding options or warrants to purchase ECO Integrated's common stock. At the Effective Date, the outstanding convertible promissory notes of ECO Integrated shall not exceed $500,000 which shall be assumed by Clone Algo and the holder thereof shall have the right to receive Clone Algo common stock upon the conversion of the promissory note, provided, however, pursuant to the Merger Agreement, ECO Integrated shall use its best efforts to convert the full amount of the promissory notes into shares of ECO Integrated's common stock. As of September 30, 2022, ECO Integrated has converted $4,592,741 of promissory notes including accrued and unpaid interest into 12,973,980 shares of ECO Integrated common stock at an average conversion price of $0.3540 per share. As of June 30, 2022, the amount of outstanding ECO Integrated's Convertible Notes was $4,019,662 in principal and $623,331 in accrued and unpaid interest for a total debt of $4,642,993 which is convertible into 13,046,579 shares of the ECO Integrated's Common Stock at an average conversion price of $0.3559 per share.
Prior to the closing of the Merger, Clone Algo will effectuate a one for one hundred reverse split of Clone Algo's Common Stock such that there will be no more than 960,556 issued and outstanding post-split shares of Clone Algo. Prior to the closing of the Merger, ECO Integrated shall take all necessary corporate action to effectuate a one for two reverse stock split of ECO Integrated's outstanding common stock.
The description of the Business Combination contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement.
About Clone Algo Technologies, Inc.
Clone Algo Technologies, Inc. was originally incorporated on March 7, 2013 in Nevada under the name of TravelSafe, Inc. as a technology company and changed its name on September 24, 2014, to Clone Algo Technologies, Inc. Since January of 2021 the Company has been seeking to enter a business combination.
About ECO Integrated Technologies, Inc.
ECO Integrated Technologies, Inc. was originally incorporated in Delaware in July 2013 and was formerly known as Thunder Run Acquisition Corporation. In August 2014 it changed its name to ECO Waste Conversion Solutions Corporation and then following an additional name change it became ECO Integrated Technologies, Inc. in December 2014. ECO Integrated's environmental technologies boost corporate profitability by furnishing more efficient earth-friendly solutions. Through our wholly owned subsidiaries, ECO Integrated provides municipalities, industrial, commercial, residential, agricultural, and oil & gas operations with green products and services in the water conditioning, waste conversion, and water evaporation segments. https://www.ecoiti.com.
Forward-Looking Statements
This communication contains forward-looking statements regarding Clone Algo. You can generally identify forward-looking statements by the use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "explore," "evaluate," "intend," "may," "might," "plan," "potential," "predict," "project," "seek," "should," or "will," or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are based on each of the Clone Algo's current plans, objectives, estimates, expectations, and intentions and inherently involve significant risks and uncertainties, many of which are beyond Clone Algo's control. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements because of these risks and uncertainties and other risks and uncertainties affecting Clone Algo.
Investors are cautioned that forward-looking statements are not guarantees of future performance. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events at such dates, even if they are subsequently made available by Clone Algo's on its website or otherwise. Clone Algo undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations, or other circumstances that exist after the date on which the forward-looking statements were made.
No Offer or Solicitation
This press release shall not constitute a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Merger. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Contact:
Harold Erhard at (949) 689-9733
Shareholder Relations ECO Integrated Technologies, Inc. and Clone Algo Technologies, Inc.
SOURCE: Clone Algo Technologies, Inc.
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