Fast Finance Pay Corp ('FFPP' or the 'Company'): Announces Conclusion of Long-Running Litigation; and Clarifies the Terms of its Recent Ok.de Holding, Inc. Acquisition

Rhea-AI Summary

Fast Finance Pay Corp (FFPP) announced the resolution of all ongoing litigation against the company by Life Wellness, Inc., with the case officially discontinued on November 10, 2022. This settlement follows a previously reported conditional settlement involving the issuance of 5 million restricted common shares. Additionally, FFPP clarified its acquisition of Ok.de Holding, Inc., completed on November 8, 2022, for 100% of its shares, involving a share exchange with a total of 3,940,206 new convertible preferred shares issued to the prior shareholders.

Positive

• Conclusion of litigation removes uncertainty and allows strategic planning for 2023.
• Acquisition of Ok.de Holding, Inc. expands FFPP's portfolio with access to a secure email service and messaging app with over 2 million users.

Negative

• Issuance of new Series E shares may lead to potential dilution of existing shareholders' equity.
• Series E Shares are untradable and have restrictions on conversion and resale, limiting liquidity for investors.

BERLIN, GERMANY / ACCESSWIRE / November 15, 2022 / German-managed Fintech investor and incubator Fast Finance Pay Corp announces that all remaining litigation against the Company and others by Life Wellness, Inc. ended on Thursday, November 10, 2022 with the filing of a motion of discontinuance with the Supreme Court in New York County (Manhattan), thus bringing to a close this protracted litigation. It was previously reported on May 17, 2022 that the parties had conditionally settled by FFPC issuing 5,000,000 shares of restricted common stock and the co-defendants contributing 5,000,000 shares of previously-issued equity in settlement of all claims asserted by Life Wellness, Inc. Commenting on the motion of discontinuance, FFPP Director Armin Dartsch said, ‘We are pleased that the matter has been resolved. Whilst we have viewed this litigation throughout as meritless, settling the case removes any residual uncertainty and allows the Company to move forward with its strategic plans for 2023.'

The Company has received enquiries from shareholders and others regarding the recent acquisition of Ok.de Holding, Inc. announced on November 8, 2022. The management of the Company wishes to clarify the mechanics of the Ok.de Holding, Inc acquisition by FFPP:

• FFPP acquired 100% of Ok.de Holding, Inc., the owner through Ok.de Services GmbH, a German private company, of the Ok.de secure email service with 2 million-plus users along with its encrypted instant messaging App;
• The purchase was effected through the issuance by FFPP to approximately 190 European holders of Ok.de Holding, Inc.'s common stock (98,505,164 common shares, being 100% of that company's issued share capital) of a total of 3,940,206 new Series E convertible preferred shares (‘Series E Shares') under a share exchange scheme (the ‘Share Exchange');
• Principal among the owners of OK.de Holding, Inc. was FFPP's controlling shareholder, the Frankfurt-listed Fast Finance 24 Holding AG, with 87.85% or 86,536,587 common shares;
• Collectively, prior to the Share Exchange, European minority investors had invested more than €5,000,000 in the German private company, to develop the technology and infrastructure, giving these investors a stake of 12.15% represented by 11,968,677 Ok.de Holding, Inc. common shares;
• The common shares of Ok.de Holding, Inc. were exchanged on a ratio of one Series E Share for every 25 shares of Ok.de Holding, Inc;
• Following the Share Exchange, Fast Finance 24 Holding AG holds 3,461,459 Series E Shares, the minority early-stage investors together owning 478,747 Series E Shares;
• Each Series E Share is convertible into 25 FFPP shares of common stock but may not be converted into common stock of FFPP until after February 15, 2023;
• Common shares of FFPP arising from conversions of Series E Shares will not be eligible under any circumstances for resale for one year, absent the Company's filing either:
  • a registration statement; or
  • a Form 10 to become fully reporting
• The Series E Shares are non-transferable;
• The Series E Shares are untradable and no public market exists or is planned for this class of security;
• Fast Finance 24 Holding AG is FFPP's majority controlling shareholder so, were it to convert all its Series E Shares at the earliest opportunity, the common shares arising from such conversion remain, even after expiry of the ‘blanket' legend, subject to the disclosure requirements and restrictions on resales of shares by control parties which apply already to its existing holding of common shares and to any common shares arising from future conversions of its existing holding of Series D convertible preferred shares in the capital of FFPP.

The Company trusts the foregoing clarifies questions raised by shareholders and interested parties regarding the consideration tendered for the Ok.de Holding, Inc. acquisition.

IMPORTANT NOTICE

This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including all statements that are not statements of among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may", "would", "will", "expect", "estimate", "anticipate", "believe", "intend" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risks disclosed in the Company's reports filed with the SEC. The Company is not eligible to rely on the safe harbor provided by Section 21E(c) of the Exchange Act because it is not subject to filing periodic reports under Sections 13 or 15(d) of the Exchange Act.

This announcement has been issued after due and careful enquiry, and the Directors of Fast Finance Pay Corp take responsibility for it.

Enquiries:
Fast Finance Pay Corp
Armin Dartsch, Director and Company Secretary; cell: +49 (0) 1621 66 23 26; adartsch@ff24.com

Keith, Bayley, Rogers & Co. Limited *
London
Corporate Adviser to FFPP
Authorized and regulated by the Financial Conduct Authority of the United Kingdom.
* N. b: Keith, Bayley, Rogers & Co. Limited is not an IR / financial PR company
Contact: Graham Atthill-Beck; cell: +44 (0) 7506 43 41 07; blackpearladvisers@gmail.com

SOURCE: Fast Finance Pay Corp.

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FAQ

What is the significance of the settlement with Life Wellness, Inc. for FFPP?

The settlement concludes protracted litigation, allowing FFPP to focus on its growth strategy without legal distractions.

How did FFPP acquire Ok.de Holding, Inc.?

FFPP acquired 100% of Ok.de Holding, Inc. through a share exchange, issuing approximately 3.94 million new Series E convertible preferred shares to the existing shareholders.

What are the terms of the Series E convertible preferred shares issued in the acquisition?

Each Series E Share can be converted into 25 common stock shares of FFPP but has a restriction on conversion until after February 15, 2023.

What is the potential impact of the Ok.de Holding acquisition on FFPP's business?

This acquisition positions FFPP to tap into a growing user base of secure communication services, potentially enhancing revenue streams.