Current Report · Items 1.01, 2.03, 9.01 · 8-K
DATA443 RISK MITIGATION INC
ATDSOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On July 16, 2026, Data443 Risk Mitigation, Inc. (the “Company”) entered into a Compensation Agreement (the “Compensation Agreement”) with Guangzhou Xiaoyu DiDa Technology Co., Ltd (“XYDD”).…
Recent company filings
- Entry into a Material Definitive Agreement · Regulation FD DisclosureSep 2, 2026
- 10-Q filingAug 14, 2026
- Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementJul 20, 2026
- 10-Q filingMay 14, 2026
- 10-K filingApr 16, 2026
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
July 16, 2026, Data443 Risk Mitigation, Inc. (the “Company”) entered into a Compensation Agreement (the “Compensation
Agreement”) with Guangzhou Xiaoyu DiDa Technology Co., Ltd (“XYDD”). The Compensation Agreement was entered into in
connection with the termination of the previously announced business combination agreement between Four Leaf Acquisition Corporation
(“FORL”) and XYDD, which termination was effected on June 3, 2026 to permit FORL to pursue a proposed business combination
with the Company.
Pursuant
to the Compensation Agreement, the Company agreed to issue to XYDD a promissory note in the principal amount of $2,000,000 (the “Note”)
as compensation, on behalf of FORL, for the termination of the prior business combination agreement. The Note is payable in two installments:
(i) $1,000,000 within 90 days following the Date of Deal Close (as defined in the Compensation Agreement) and (ii) $1,000,000 within
120 days following the Date of Deal Close, in each case without interest if paid when due. If any installment is not timely paid, the
Note bears interest at 15% per annum on a simple interest basis from the original due date. The Note may be prepaid in full at any time
prior to the date that is 12 months after the Date of Deal Close.
If
the Note has not been fully repaid within 12 months after the Date of Deal Close, XYDD may, in its sole discretion, convert the outstanding
amount (including any accrued interest) into ordinary shares of the combined public company (“PubCo”) at a conversion price
equal to 80% of the 20-trading-day VWAP of PubCo’s shares preceding the conversion date, subject to (a) a conversion floor of 50%
of the 20-day VWAP following the Date of Deal Close and (b) an aggregate cap of 19.99% of PubCo’s shares outstanding at the Date
of Deal Close. Any unconverted amount remains payable in cash on demand. The Compensation Agreement also provides that 1,800,000 shares
of PubCo will be allocated to S.SHUN Holdings Limited in connection with prior finder services. The Compensation Agreement is governed
by Delaware law; disputes are resolved by arbitration under SIAC rules.
The
foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Compensation
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. On July 16, 2026, the Company
became obligated under the Note described above, which has a principal amount of $2,000,000, is payable in two installments within 90
and 120 days, respectively, following the Date of Deal Close, and bears interest at 15% per annum upon default.