UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Appointment of Certain Officers |
On August 1, 2025, Eduardo Serrano, the Company’s current Senior Vice President and Legal Counsel, will assume the role of General Counsel of Unicoin Inc. Mr. Serrano has served as Senior Vice President and Legal Counsel since June 1st of this year. In his new capacity, Mr. Serrano will continue to lead the Company’s legal affairs and regulatory strategy.
| Item 8.01 | Other Events; Failure to Meet Closing Deadline |
As previously disclosed, Unicoin Inc. (the “Company”) entered into a Share Exchange Agreement (the “Agreement”) on June 19, 2025, with Diamond Lake Minerals Inc. (“DLMI”) and certain shareholders of DLMI. The Agreement contemplated the acquisition by the Company of certain outstanding shares of DLMI in exchange for shares of the Company’s common stock. The transaction was initially scheduled to close on or before July 9, 2025.
On July 9, 2025, DLMI and its shareholders executed a First Amendment to extend the closing deadline to July 16, 2025. However, due to the pending resolution of certain open items related to deliverables, negotiations continued. In furtherance of those discussions, the Company prepared and circulated a Second Amendment on July 21, 2025, which would have extended the closing deadline to August 8, 2025.
On July 29, the Company delivered formal notice to DLMI and its shareholders alleging breach and requesting execution of the Second Amendment to extend the closing deadline. In response, DLMI issued its own written allegation of breach and refused to extend closing unless Unicoin agreed to certain pre-closing conditions not enumerated in the written Agreement.
The Company believes that DLMI and its shareholders failed to perform material obligations under the Agreement, including timely closing. As a result, the deadline for closing has passed. The Company expressly reserves all rights and remedies under the Agreement and applicable law, including claims for breach of contract and specific performance, in the event it elects to affirm the Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNICOIN INC. | ||
| By: | /s/ Eduardo Serrano | |
| Name: | Eduardo Serrano | |
| Title: | Senior Vice President and Legal Counsel | |
Dated: August 1, 2025
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