Item 8.01. Other Events.
On July 28, 2020, Touchpoint Group Holdings
Inc. (“Touchpoint”) published the app “RPT Live” on the Apple® App Store. The subscription is set at
$19.99 per month and in addition, the app has a fully populated merchandize store. In both instances, Touchpoint will commence
revenues as per the licensing Agreement.
As
previously disclosed, on April 24, 2020, Touchpoint entered into a licensing agreement
(the “Licensing Agreement”) with Royal Personal Training (“RPT”) pursuant to which RPT will utilize RPT
Live app to live stream classes to RPT subscribers.
Pursuant to the terms of
the Licensing Agreement, Touchpoint and RPT will share all subscriber and revenue fees as set forth in the Licensing Agreement.
The share of subscriber and revenue fees to be paid to Touchpoint starts at 30% and decreases percentage wise as revenue increases
until the revenue is in excess of $80 million, at which point Touchpoint will be entitled to 1% of subscriber and revenue fees.
The foregoing description
of the Licensing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Licensing Agreement, filed as Exhibit 10.1 to Touchpoint’s Current Report on Form 8-K, as filed with the Securities and Exchange
Commission (the “SEC”) on April 30, 2020.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements
contained in this report should be considered forward-looking statements. These forward-looking statements may be identified by
words such as “may,” “will,” “expect,” “intend,” “anticipate,”
“believe,” “estimate,” “plan,” “project,” “could,”
“should,” “would,” “continue,” “seek,” “target,”
“guidance,” “outlook,” “if current trends continue,” “optimistic,”
“forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s
plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical
facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they
are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events
to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not
limited to, those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as amended
(especially in Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations), and other risks and uncertainties listed from time to time in the Company’s other filings with
the SEC. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking
statements and may also cause actual results to differ materially from those discussed. In addition, there is uncertainty about
the spread of the COVID-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s
products or services, global supply chains and economic activity in general. The Company does not assume any obligation to publicly
update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors
affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date
hereof or as of the dates indicated in the statement.
