8-K: World Health Energy Holdings Secures Perpetual License for Edge SDK in Strategic Alliance with Intent HQ

World Health Energy Holdings has entered into an agreement with Intent HQ, acquiring a perpetual license to their Edge SDK in exchange for shares and a strategic alliance.

Summary

• World Health Energy Holdings (WHEN) has entered into a material agreement with Intent HQ Limited (IHQ) on July 2, 2024.
• WHEN will receive a worldwide, royalty-free, perpetual, non-exclusive, sublicensable, irrevocable license to IHQ's Edge SDK, including source code, object code, and documentation.
• In exchange, WHEN will issue 25,038,272,832 shares of its common stock to IHQ, representing approximately 4.8% of the company's outstanding shares after the issuance.
• IHQ will also provide professional consulting services to help WHEN implement and commercialize products based on the Edge SDK.
• The agreement aims to combine WHEN's cybersecurity products with IHQ's modules to create new cybersecurity solutions for both businesses and individuals.
• The issued shares are subject to a 12-month lock-up period, which can be cancelled upon WHEN's uplisting to a major exchange or at IHQ's discretion.
• WHEN is obligated to complete an uplisting of its shares to the NYSE, NASDAQ, or Chicago Board Options Exchange by June 28, 2025.
• WHEN has the option to pay IHQ a $5 million license fee in cash, which would result in the return of the issued shares.
• If WHEN raises funds related to the uplisting before December 28, 2025, they will pay IHQ a marketing advisory fee of 15% on funds raised above a specified target.
• If the uplisting does not occur by June 28, 2025, and WHEN has not paid the $5 million license fee, IHQ has the right to terminate the agreement and return the shares.

Sentiment

Score: 7

Explanation: The document outlines a strategic partnership with potential for growth, but also includes risks and obligations. The sentiment is positive overall, but with some caution due to the conditions and potential challenges.

Positives

• WHEN gains access to a valuable technology through the perpetual license of IHQ's Edge SDK.
• The strategic alliance with IHQ provides opportunities for joint development and commercialization of new cybersecurity products.
• The lock-up period on the issued shares provides stability and reduces the risk of immediate dilution.
• The option to pay a $5 million license fee provides flexibility for WHEN.
• The agreement includes professional consulting services from IHQ, which will aid in the implementation and development of new products.

Negatives

• The issuance of 25,038,272,832 shares will dilute existing shareholders by approximately 4.8%.
• WHEN is obligated to complete an uplisting by June 28, 2025, which may be challenging.
• If the uplisting does not occur and the $5 million fee is not paid, IHQ can terminate the agreement and return the shares.
• WHEN is obligated to pay a 15% marketing advisory fee to IHQ on funds raised above a target amount related to the uplisting before December 28, 2025.

Risks

• The successful implementation and commercialization of products based on the Edge SDK is not guaranteed.
• The uplisting to a major exchange may not be completed by the target date of June 28, 2025.
• If the uplisting does not occur, WHEN may need to pay the $5 million license fee or risk termination of the agreement.
• The marketing advisory fee could be a significant expense if WHEN raises substantial funds related to the uplisting.
• There is a risk that the strategic alliance may not yield the expected results.

Future Outlook

World Health Energy Holdings aims to leverage the licensed Edge SDK and the strategic alliance with Intent HQ to develop and commercialize new cybersecurity products, while also working towards an uplisting to a major stock exchange.

Management Comments

• The strategic alliance represented by this agreement aims to leverage WHENs cybersecurity products in combination with IHQs modules to introduce to the market novel products in the cybersecurity field applicable to both the business and individual level.

Industry Context

This agreement reflects a trend in the cybersecurity industry where companies are forming strategic alliances and leveraging advanced technologies to develop innovative solutions. The combination of WHEN's cybersecurity focus and IHQ's Edge SDK could position them to compete effectively in the market.

Comparison to Industry Standards

• The licensing of software development kits (SDKs) is a common practice in the tech industry, with companies like Twilio and Stripe offering similar solutions.
• The share-based compensation for technology licenses is also a common practice, particularly for early-stage companies.
• The 12-month lock-up period for the issued shares is standard in such agreements to ensure stability.
• The uplisting requirement is a significant milestone, similar to other companies seeking to increase their visibility and access to capital.
• The marketing advisory fee is a less common but not unheard of arrangement, particularly in situations where the technology provider is also providing strategic support.

Stakeholder Impact

• Shareholders will experience dilution due to the issuance of new shares.
• Employees may benefit from the development of new products and the growth of the company.
• Customers may benefit from new cybersecurity solutions.
• Suppliers and creditors may be impacted by the company's financial performance and growth.

Next Steps

• WHEN will issue 25,038,272,832 shares to IHQ.
• WHEN will work with IHQ to implement and commercialize products based on the Edge SDK.
• WHEN will pursue an uplisting to a major stock exchange by June 28, 2025.
• WHEN may choose to pay the $5 million license fee to IHQ.
• WHEN will potentially raise funds related to the uplisting and pay a marketing advisory fee to IHQ.

Key Dates

Keywords

Edge SDK, perpetual license, cybersecurity, strategic alliance, uplisting, Intent HQ, World Health Energy Holdings, lock-up agreement, common stock, marketing advisory fee