Form 8-K - Current report

 

 

 

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: [phone]

 

 

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)
☐	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))

 

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

 

Exhibit Number		Description
99.1		Press Release, dated January 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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

 

 

 

Exhibit 99.1

 

 

Sigma Additive Solutions Completes Quality Assurance Software Asset Sale to Divergent Technologies

 

Company Focus Transitions to NextTrip and Travel Operations with Clean Balance Sheet

 

Santa Fe, NM – January 16, 2024 – Sigma Additive Solutions, Inc. (NASDAQ:SASI) (“Sigma”, “we,” “our,” or the “Company”) today announced it has closed the sale of intellectual property assets related to its additive quality assurance product to Divergent Technologies, Inc. in conjunction with its recent acquisition of NextTrip Holdings, Inc. (“NextTrip”).

 

On October 6, 2023, Sigma entered into an Asset Purchase Agreement with Divergent Technologies to sell certain Sigma assets, consisting primarily of patents, software code and other intellectual property, to Divergent Technologies for a purchase price of $1.6 million with the closing expected subsequent to the acquisition of NextTrip. The acquisition, which was first announced in October 2023, closed on December 29, 2023, at which time NextTrip became a wholly owned subsidiary of the Company. The combination of the acquisition and sale of assets was targeted to maximize shareholder value, using the proceeds to eliminate legacy debt and contingent liabilities associated with the wind-down of Sigma’s historical business. This leaves the Company with no debt other than zero interest loans from the Company’s current Chairman and CEO, thus giving the Company a clean path moving forward.

 

Bill Kerby, Chief Executive Officer of Sigma, commented, “With the close of the acquisition completed, the sale of Sigma legacy assets streamlines the Company to allow us to focus 100% of our efforts on our NextTrip travel operations. The Company has now been restructured to allow legacy shareholders to benefit from any growth while the travel principals primarily benefit at a future date based on meeting business milestones, and with the asset sale complete we are now well positioned to introduce our travel agent participation program with a clean structure.

 

“We are now executing our strategic growth plans and expanding our reach into new markets as a public company. After the soft launch of our travel booking engine in November, we anticipate full re-activation of the platform and going live in the next 30 days with ramp up of marketing to our 6+ million customer database. We are also working to introduce a Groups Booking Technology and a white label widget for the travel agency industry, both of which are wide-open and underserved areas.

 

“Looking ahead into 2024 we are highly optimistic that the NextTrip ecosystem is launching in an exciting year for the travel industry. According to the International Air Transport Association, over 4.7 billion people are expected to travel in 2024, a historic high that exceeds the pre-pandemic level of 4.5 billion recorded in 2019. The ITIJ reports that in 2023 international arrivals were higher than 2022 in all regions across the world and expects this trend will continue in 2024 with many regions surpassing 2019 levels by the end of the year. Taken together, we believe the launch and ramp of our booking platform comes at an opportune time to capture the resurgence in travel as we look to build long-term value for our shareholders,” concluded Kerby.

 

 

About NextTrip

 

NextTrip is a technology-driven platform delivering innovative solutions for business and leisure travel. NextTrip Leisure provides individual and group travelers with vacations to the most popular and sought-after destinations in Mexico, the Caribbean and across the world. NextTrip Business is an online corporate travel and expense management solution with a large inventory of travel options and discounted rates. NextTrip Solutions offers travel technologies that make the jobs of alternative lodging property managers, wholesalers, distributors and other travel industry players easier and more efficient. For more information and to book a trip, visit https://investors.nexttrip.com/.

 

About Sigma Additive Solutions

 

Sigma Additive Solutions, Inc. has historically been a provider of in-process quality assurance (IPQA™) solutions to the additive manufacturing industry. Sigma has specialized in the development and commercialization of real-time monitoring and analytics known as PrintRite3D® for 3D metal and polymer advanced manufacturing technologies. PrintRite3D detects and classifies defects and anomalies real-time during the manufacturing process, enabling significant cost-savings and production efficiencies by reducing waste, increasing yield, and shortening cycle times.

 

As previously disclosed in Sigma’s filings with the SEC, Sigma completed its acquisition of NextTrip in December 2023. With the sale of assets related to its additive quality assurance now complete, Sigma’s business has transitioned to that of NextTrip.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors, including approval of the corporate name change and authorized share increase by Sigma shareholders, continuing risks relating to the recent acquisition of NextTrip and post-closing matters related to the asset sale to Divergent. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are risks relating to, among other things, Sigma’s ability to obtain shareholder approval of the name change and authorized share increase, post-closing matters related to the asset sale, amongst other things. Sigma disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise, except as required by applicable law. For additional information regarding risks and uncertainties that could impact Sigma’s forward-looking statements, please see disclosures contained in the Definitive Proxy Statement filed by Sigma with the SEC on December 1, 2023 and Sigma’s other filings with the SEC, including the “Risk Factors” in Sigma’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and which may be viewed at www.sec.gov.

 

Contacts

 

Chris Tyson

Executive Vice President

MZ Group - MZ North America

949-491-8235

[e-mail]

www.mzgroup.us

 

 

Cover	Jan. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 12, 2024
Entity File Number	001-38015
Entity Registrant Name	SIGMA ADDITIVE SOLUTIONS, INC.
Entity Central Index Key	0000788611
Entity Tax Identification Number	27-1865814
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3900 Paseo del Sol
Entity Address, City or Town	Santa Fe
Entity Address, State or Province	NM
Entity Address, Postal Zip Code	87507
City Area Code	(505)
Local Phone Number	438-2576
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	SASI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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