Current Report Filing (8-k)
02 February 2018 - 7:22AM
Edgar (US Regulatory)
UNITED STATES
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): January 31,
2018
SPENDSMART NETWORKS, INC.
DELAWARE
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000-27145
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33-0756798
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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805
Aerovista Place, Suite 205
San
Luis Obispo, CA 93401
(Address
of principal executive offices)
(866)
497-6081
(Registrant’s
telephone number, including area code)
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 (See General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act of
1933 (17 CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(e) under the Exchange Act (17
CFR 240.13e-4(c))
I
ndicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth
company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed in the Company’s Current Report on Form
8-K filed on October 11, 2017, the Company and Eclipse Marketing
LLC (the “Purchaser”) entered into a Stock Purchase
Agreement dated as of October 5, 2017 (the “Purchase
Agreement”) pursuant to which the Company agreed to sell to
the Purchaser all of its operating assets (the “Asset
Sale”). The Asset Sale was to be effected by the sale to
Purchaser of all the capital stock of SpendSmart Networks, Inc.,
the wholly owned California subsidy of the Company (the
“Subsidiary”). Pursuant to the First Amendment to Stock
Purchase Agreement, the purchase price for the Asset Sale was
changed to $2,150,000 payable (a) $1,400,000 in cash less
outstanding balances of Company credit cards and certain
liabilities and (b) the delivery of a secured promissory note
of the Purchaser in the principal amount of $750,000 providing for
$20,000 per month payments and having a fifteen month term. The
note is secured by the assets of the Subsidiary pursuant to a
Security Agreement between the Company and the
Purchaser.
Item.
2.01. Completion of Acquisition or Disposition.
The
consummation of the Asset Sale referenced in Item 1.01 was
completed on January 31, 2018, and the Company received net
cash of $1,234,093.34.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b)
Effective January 31, 2018, Charles Gerencser resigned as Chief
Revenue Officer.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
Exhibit No.
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Description
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Secured
Promissory Note of Eclipse Marketing LLC dated January 31,
2018
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First
Amendment to Stock Purchase Agreement dated as of October 5,
2017
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Security
Agreement dated as of January 31, 2018 between the Company and
Eclipse Marketing LLC
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EXHIBIT INDEX
Exhibit No.
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Description
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Secured
Promissory Note of Eclipse Marketing LLC dated January 31,
2018
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First
Amendment to Stock Purchase Agreement dated as of October 5,
2017
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Security
Agreement dated as of January 31, 2018 between the Company and
Eclipse Marketing LLC
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SIGNATURE
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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SPENDSMART
NETWORKS, INC.
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Date:
February 1,
2018
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By:
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/s/
Luke
Wallace
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Chief Executive
Officer
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