8-K: Innovative MedTech Acquires Ticketbash Assets in Stock and Royalty Deal

Innovative MedTech, Inc. has entered into an agreement to acquire the assets of Grand Concierge LLC, d/b/a Ticketbash, focusing on event ticket pricing and related AI development, through a combination of stock issuance, milestone payments, and revenue royalties.

Summary

• Innovative MedTech, Inc. has acquired the assets of Grand Concierge LLC, operating as Ticketbash, a New York-based company specializing in retail and wholesale event ticket pricing, along with software and AI development related to the ticket business.
• The acquisition was finalized on or about April 25, 2025.
• The purchase consideration includes the issuance of 20,000,000 shares of Innovative MedTech common stock and 1,151,500 shares of Series A Convertible Preferred Stock (convertible into 115,150,000 common shares) to Ticketbash's owners, ensuring they hold 60% of Innovative MedTech's fully diluted shares.
• Additionally, Ticketbash is entitled to future payments of $2,000,000 based on net revenue and income milestones, which are yet to be determined.
• Innovative MedTech will also pay percentage royalties to Ticketbash based on the New Subsidiary's aggregate revenues: 2% on revenue up to $15,000,000, 4% on revenue between $15,000,000 and $25,000,000, and 5% on revenue exceeding $25,000,000.
• Ticketbash has the right to appoint two members to Innovative MedTech's Board of Directors.
• Innovative MedTech commits to investing a minimum of $1,000,000 into the Buyer Subsidiary for operating the Business, further development and advancement of the Businesss technology and business development.

Sentiment

Score: 7

Explanation: The document presents a strategic acquisition with potential benefits for Innovative MedTech. The deal structure includes incentives for future growth, but also carries some risks related to integration and market competition.

Positives

• Innovative MedTech gains access to Ticketbash's technology and AI related to the event ticket business.
• The deal structure includes milestone payments and royalties, aligning the interests of both parties and incentivizing future revenue growth.
• Ticketbash's owners will have a significant ownership stake (60%) in Innovative MedTech, demonstrating their confidence in the combined entity.
• Ticketbash will have representation on Innovative MedTech's Board of Directors, providing them with influence over the company's strategic direction.
• Innovative MedTech commits to investing a minimum of $1,000,000 into the Buyer Subsidiary.

Negatives

• The future milestone payments of $2,000,000 are contingent on achieving net revenue and income milestones, which are yet to be determined, creating uncertainty.
• The royalty payments could become a significant expense for Innovative MedTech if the acquired business is highly successful.
• The issuance of a large number of shares to Ticketbash's owners could dilute the ownership stake of existing Innovative MedTech shareholders.

Risks

• The success of the acquisition depends on the integration of Ticketbash's assets and technology into Innovative MedTech's existing business.
• The event ticket market is competitive and subject to fluctuations in demand.
• The achievement of the revenue and income milestones required for the future payments is uncertain.
• The company shall use its reasonable best efforts to sell its SarahCare subsidiaries and all their associated liabilities, as soon as practicable.

Future Outlook

The company expects the acquisition to enhance its technology offerings and expand its presence in the event ticket market. The investor presentation furnished as Exhibit 99.1 provides further details on the company's future plans.

Industry Context

The acquisition reflects a trend of companies seeking to leverage AI and technology to improve pricing and distribution in the event ticket market. This move positions Innovative MedTech to compete with established players and emerging startups in the industry.

Comparison to Industry Standards

• Comparable acquisitions in the technology and event ticketing space often involve a mix of cash, stock, and earn-out payments.
• The royalty structure is similar to arrangements seen in licensing agreements and partnerships in the software and entertainment industries.
• The 60% ownership stake granted to Ticketbash's owners is a significant portion, suggesting a high valuation for the acquired assets or a strong desire by Innovative MedTech to secure the deal.
• Companies like Live Nation Entertainment (LYV) and StubHub are major players in the event ticketing market, and Innovative MedTech will need to differentiate itself to gain market share.

Stakeholder Impact

• Shareholders of Innovative MedTech will experience dilution due to the issuance of new shares.
• Employees of Ticketbash may be offered employment with Innovative MedTech.
• Customers of Ticketbash will be integrated into Innovative MedTech's customer base.
• Suppliers of Ticketbash will become suppliers to Innovative MedTech.

Next Steps

• Finalize the net revenue and income milestones for the $2,000,000 payment to Ticketbash.
• Integrate Ticketbash's assets and technology into Innovative MedTech's operations.
• Appoint two members from Ticketbash to Innovative MedTech's Board of Directors.
• Implement the royalty payment structure based on the New Subsidiary's revenue.
• The Parties shall have ten (10) days from the Closing date and execution date of this Agreement upon which to mutually agree in writing to amend this Agreement, in whole or in part.

Key Dates

Keywords

acquisition, Ticketbash, Innovative MedTech, event tickets, artificial intelligence, royalties, stock issuance, merger