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): December 26, 2024 (December 20, 2024)

 

TEGO CYBER INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-56370

 

84-2678167

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification ID No.)

 

8565 South Eastern Avenue, Suite 150

Las Vegas, Nevada 89123

(Address of principal executive offices)(Zip Code)

 

(855) 939-0100

(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 filing is intended to simultaneously satisfy the filing obligations 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)

☐

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 CFR240.13e-4(c))

 

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 1.01 Entry into a Material Definitive Agreement

 

On December 20, 2024, Tego Cyber Inc. (the “Buyer”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with CloudCover, Ltd. (Minnesota), CloudCover, Ltd. (South Dakota) and CloudCover IP, LLC, (collectively the “Seller”), pursuant to which the Buyer purchased certain assets of the Seller.

 

The consummation of the transaction covered by the Asset Purchase Agreement was subject to certain specified closing conditions, including subject to certain materiality exceptions, the accuracy of each party’s representations and warranties and each party’s compliance with its obligations and covenants under the Asset Purchase Agreement. The Transaction did not require the approval of the Buyer’s shareholders. The transaction closed on December 20, 2024.

 

The Buyer shall pay to Seller the following consideration: 11,000,000 shares of restricted common stock and 3,000,000 shares of Series B Preferred Stock with a face value of $5.00 Per Share in exchange for the Assigned Assets.

 

The Asset Purchase Agreement includes representations, warranties, and covenants of both the Buyer and the Sellers customary for a transaction of this type.

 

The description of the Asset Purchase Agreement set forth herein is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits.

 

10.1

 

Asset Purchase Agreement, dated December 20, 2024 between Tego Cyber Inc. and  CloudCover, Ltd. (Minnesota), CloudCover, Ltd. (South Dakota) and CloudCover IP, LLC

 

 

 

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.

 

 TEGO CYBER INC.
    
Date: December 26, 2024By:/s/ Robert Mikkelsen

 

 

Robert Mikkelsen 
  Chief Executive Officer 

 

 

3

 

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Dec. 20, 2024
Cover [Abstract]  
Entity Registrant Name TEGO CYBER INC.
Entity Central Index Key 0001815632
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Dec. 20, 2024
Entity Ex Transition Period false
Entity File Number 000-56370
Entity Incorporation State Country Code NV
Entity Tax Identification Number 84-2678167
Entity Address Address Line 1 8565 South Eastern Avenue
Entity Address Address Line 2 Suite 150
Entity Address City Or Town Las Vegas
Entity Address State Or Province NV
Entity Address Postal Zip Code 89123
City Area Code 855
Local Phone Number 939-0100
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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