Classroom Salon Holdings, LLC (“CS Holdings”) is a wholly owned subsidiary of the Company. It currently holds a License Agreement with Carnegie Mellon University to develop software that allows for operation in a fully virtual environment. CS Holdings uses interfaces, workflows, and proprietary algorithms, providing a tool to author, deploy, teach, and assess school courses, seminars and other study groups and then integrates them with other learning platforms at many educational levels.
On October 5, 2021, the Company signed a letter of intent with CS Holdings, to define the terms of a pending acquisition of all its outstanding shares. On December 18, 2021, the Company entered into a membership interest purchase agreement with AT Gekko PR LLC, a Puerto Rico limited liability company (“AT Gekko”), which owned 100% of the issued and outstanding membership interests of CS Holdings. On the same date, AT Gekko executed an assignment to the Company of its membership interests in CS Holdings, making it a wholly-owned subsidiary of the Company. The transaction was subject to certain post-closing conditions as set forth in the membership interest purchase agreement. On January 18, 2022, CS Holdings executed a membership interest purchase agreement with Classroom Salon, LLC (“CS”) resulting in the acquisition of 100% of CS, a Pennsylvania limited liability company. On February 22, 2022, CS executed an amended and restated license agreement with Carnegie Mellon University. On February 25, 2022, CS Holdings completed its requisite two-year, PCAOB audit.