Enlightify Inc.

06/17/2025 | Press release | Distributed by Public on 06/17/2025 15:00

Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

On June 13, 2025, Enlightify Inc. (the "Company") entered into a Mutual Rescission Agreement with Mr. Zhibiao Pan to terminate that Stock Purchase Agreement (the "SPA") originally entered into on December 27, 2023. Pursuant to the SPA, the Company agreed to purchase all of the shares of Lonestar Dream Inc.("Lonestar"), a Delaware corporation owned by Mr. Pan, for a total purchase price of $49,000,000. The transaction was previously disclosed in the Company's Form 8-K filed with the U.S. Securities and Exchange Commission.

As of the date of this Mutual Rescission Agreement, the transaction had not been completed. The Company had paid a portion of the total purchase price to Mr. Pan in the amount of $9,947,981.04, and Lonestar continues to own and operate its Tarbush and Pyote mining sites.

Pursuant to the Mutual Rescission Agreement, the SPA and the underlying transaction were rescinded in their entirety. Mr. Pan has agreed to return all amounts previously paid by the Company within 180 days from the date of this Mutual Rescission Agreement. Failure to return such funds within the agreed period will result in the imposition of liquidated damages of 0.01% of the overdue amount per day and may entitle the Company to pursue legal remedies.

The Mutual Rescission Agreement includes mutual releases and discharges between the Company and Mr. Pan from any and all past, present, or future claims related to the SPA or the transaction contemplated therein, and provides that neither party admits any liability or wrongdoing.

The foregoing description of the Mutual Rescission Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 8.01 Other Events.

The Company and Mr. Pan have agreed to cooperate in good faith to facilitate the return of funds, and the Company intends to take all necessary actions to recover the previously paid amounts and ensure compliance with the terms of the Mutual Rescission Agreement. The Company will make additional disclosures as necessary.

Enlightify Inc. published this content on June 17, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 17, 2025 at 21:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io