SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (date of earliest
event reported): March 26, 2012
5Barz International Inc.
(Exact name of registrant as specified
in its charter)
Nevada
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000-53778
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26-4343002
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
I.D. Number)
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2025 First Avenue, Suite 440
Seattle, Washington 98121
(Address of principal executive offices)(Zip
Code)
Registrant’s telephone number,
including area code:
(949) 305-5290
25910 Acero, Suite 370
Mission Viejo, California 92691
(Former name and former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
ADDENDUM TO AGREEMENTS BETWEEN 5BARz INTERNATIONAL INC.
AND CELLYNX GROUP, INC.
On March 26, 2012, the Registrant, 5Barz International Inc.,
a Nevada corporation, (“5BARz”), entered into an Addendum Agreement with Cellynx Group, Inc. (“Cellynx”)
related to a set of agreements dated October 5, 2010 by and between 5BARz International Inc and Cellynx Group, Inc. and assigned
to the registrant on December 30, 2010. These Agreements are comprised of an “Asset Purchase Agreement,” an “Amended
and Restated Master Global Marketing and Distribution Agreement” and a “Revolving Line of Credit Agreement.”
The addendum agreement attached hereto as Item 9.01, Exhibit
“A” provides a summary of those amendments along with the prior and revised agreements. Pursuant to that addendum agreement,
the company increased the registrants percentage ownership of the intellectual property comprising the 5BARz technology from a
50% interest to a 60% interest. In addition, the Registrant agreed to the issuance of 9,000,000 common shares in the capital of
5BARz International Inc. at a deemed value of $0.20 per share, aggregating $1,800,000 as payment in full for the intellectual property
acquired, and has also therein clarified that the ownership interest does represent that proportionate interest in income earned
from the intellectual property.
The terms of the “Revolving Line of Credit Agreement”
have been further revised to be convertible into common stock on a basis consistent with other debt agreements recently entered
into by Cellynx, and more fully articulated in Item 9.01, Exhibit “A” attached hereto. In addition, the commitment
under the Revolving Line of Credit Agreement, which has a balance paid of $596,200, has been amended to $2.2 Million and the maturity
date has been extended to October 5, 2013.
In furtherance to the acquisition of the intellectual property
under the Asset Purchase Agreement, the Registrant has also assumed all responsibilities for the future protection and prosecution
of rights under the patents and patent applications as provided there-under.
The addendum agreement also clarified and made current the
summary of intellectual property which is sold under the terms of the Asset Purchase Agreement as provided in the schedule of intellectual
property provided therein. Further, the addendum agreement has deleted the right of first refusal for Cellynx to reacquire that
intellectual property.
Finally, the addendum agreement has restated the date of
initial interest to be paid by Cellynx under the terms of the Revolving Line of Credit Agreement from October 1, 2011 to October
1, 2012.
FORMATION OF SUBSIDIARY COMPANY, 5BARz AG
In October 2011, 5BARz announced the incorporation
of a subsidiary company, 5BARz AG, in Zurich, Switzerland. 5BARz AG has entered into a Marketing and Distribution Agreement with
5Barz International Inc. for the sales and distribution of 5BARz products in Germany, Austria and Switzerland, more commonly referred
to as the DACH. That agreement was deemed effective when the documentation and ownership of 5BARz AG were delivered to 5BARz International,
Inc. The delivery and finalization of these documents were completed on March 26, 2012.
ITEM 2.01 - ACQUISITION OF ASSETS
As provided herein, 5BARz International, Inc. has completed
the acquisition of a 60% interest in the intellectual property that comprises the 5BARz technology by the issuance of 9,000,000
common shares of 5BARz International Inc. to Cellynx Group, Inc.
In addition, a stock purchase agreement originally entered
into on January 7, 2011 between 5BARz and Daniel Ash and Tareq Risheq, for the acquisition of 63,412,638 shares of Cellynx common
stock for proceeds of $170,000 and the issuance of an additional 1,250,000 shares of common stock of 5BARz was completed and deemed
effective on March 29, 2012.
On March 29, 2012 the Registrant converted $73,500 under
the terms of the convertible promissory note for 350,000,000 common shares of Cellynx Group, Inc. In combination with the shares
acquired as stated above, this represents the acquisition of a 60% interest in the share capital of Cellynx Group, Inc. making
Cellynx a consolidated subsidiary of 5BARz International Inc.
ITEM 3.02 – UNREGISTERED SALES OF EQUITY SECURITIES
As provided herein, 5Barz International Inc. has issued 9,000,000
shares of common stock to Cellynx Group, Inc. pursuant to the terms of an addendum to the asset purchase agreement, more fully
described herein. Such shares are exempt from registration pursuant to Regulation 504 of the Securities Exchange Act of 1934.
Also provided herein, on March 29, 2012, 5BARz issued 1,250,000
shares of its capital stock to certain selling shareholders of Cellynx common stock in exchange for 63,412,638 shares of Cellynx.
The issued shares are exempt from registration pursuant to Regulation S of the Securities Act of 1933 and Rule 504 of the Securities
Exchange Act of 1934.
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.
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Dated: March 30, 2012
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5BARz International Inc.
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By:
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/s/ Daniel Bland
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Daniel Bland
President and Secretary
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ITEM 9.01
EXHIBIT INDEX
Exhibit No. Description
A ADDENDUM AGREEMENT BY
AND BETWEEN 5BARZ INTERNATIONAL INC. AND CELLYNX GROUP, INC. DATED FOR REFERENCE THIS 20
TH
DAY OF MARCH 2012.