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): July 28, 2014
Myriad Interactive Media, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
000-27645 |
88-0258277 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
7 Ingram Drive, Suite 128, Toronto, Ontario, Canada |
M6M 2L7 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (888) 648-9366 Ext. 2
________________________________________________
(Former name or 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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17CFR 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(c)
under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 8 – Other Events
Item 8.01 Other Events
On July 28, 2014, we entered into a non-binding
Letter of Intent with Genius Properties Ltd. (“Genius”) and EC Assiste Inc. (“EC”) regarding the potential
sale of our assets related to the MyMobiPoints application (the “LOI”). Under the transaction as proposed by the LOI,
we would sell all assets related to the MyMobiPoints application, including the source code, domain name, and other assets, for
a total purchase price of $270,000. The purchase price would be paid in the form of a $20,000 cash payment and an additional payment
of $250,000 which we would use to subscribe for 1,000,000 shares of Genius. The Genius shares would be subject to an escrow from
which they would be released to us in tranches over the course of thirty (30) months. The shares of Genius are listed on the Canadian
Securities Exchange under the symbol GNI.
The transaction contemplated by the LOI is
subject to approval of a definitive agreement, satisfactory completion of due diligence, and other conditions.
Item 9.01 Financial Statements and Exhibits
The exhibits listed in the following Exhibit
Index are filed as part of this Current Report on Form 8-K.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
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.
Myriad Interactive Media, Inc.
/s/ Derek Ivany
Derek Ivany
Chief Executive Officer
Date: July 31, 2014
Amended and Restated Letter of Intent
July 28, 2014
MYRIAD INTERACTIVE MEDIA INC.
7 Ingram Drive, Suite 128 Toronto, Ontario
M6M 2L7
Attention: Mr. Derek Ivany, CEO
Dear Sir,
Subject: Acquisition of all the assets
relating to MyMobiPoints.com (the "Business")
This letter is to confirm our interest in acquiring
from you the undertaking and substantially all of the property and assets of the Business (the "Purchased Assets") as
set forth in Schedule A hereto, and to set forth, in Part One below, certain terms and conditions of the proposed acquisition and
our understanding of certain matters related thereto. The provisions in Part One are not intended to constitute a legally binding
obligation on either you or us. Provisions which are intended to be legally binding are set forth in Part Two. This letter of intent
cancels, replaces and supersedes the letter dated July 10, 2014 between Genius Properties Ltd. and Myriad Interactive Media Inc.
Part One
Following the signing of this letter, we will
commence negotiation of a definitive asset purchase agreement, a draft of which will be prepared by our counsel concurrently with
our ongoing investigation of the Business. Based upon the information currently known to us, it is proposed that the definitive
agreement include the following terms:
We would acquire the Purchased Assets from
Myriad Interactive Media Inc. ("Myriad"), free and clear of encumbrances, through a Canadian corporation to be incorporated
under the name "Mymobipoints.com", of which the issued and outstanding shares would be held in accordance with the table
below (the "Purchaser"), at a closing that each of us intends will occur on or before the 15th day of August , 2014 (the
"Closing Date") and each of us shall use our reasonable efforts to complete the transactions by that date.
NAME OF HOLDER |
PERCENTAGE |
Genius Properties Ltd. (“Genius”) |
70% |
EC Assiste Inc. |
30% |
Subject to our due diligence review of the
Business as contemplated in Section 5 below, the price payable for the Purchased Assets would be $270,000, of which $250,000 will
be used by Myriad to subscribe to 1,000 ,000 shares in the share capital of Genius (the "Shares") in accordance with
a subscription agreement to be entered into between Genius and Myriad on the Closing Date (the "Subscription Agreement ").
The balance of $20,000 would be paid cash on the Closing Date.
The Shares will be subject to a 30-month escrow
in accordance with an escrow agreement to be entered into between Myriad, Genius and Genius' escrow agent on the Closing Date (the
"Escrow Agreement"). In accordance with the Escrow Agreement, the Shares will be released as follows:
DATE OF RELEASE |
PERCENTAGE RELEASED |
On the Closing Date |
10 % |
Six (6) months after the Closing Date |
15 % |
Twelve (12) months after the Closing Date |
15 % |
Eighteen (18) months after the Closing Date |
20 % |
Twenty-four (24) months after the Closing Date |
20 % |
Thirty (30) months after the Closing Date |
20 % |
TOTAL : |
100 % |
The definitive agreement will be subject to
approval by you and by us and our respective legal counsel and will contain comprehensive representations , warranties , covenants,
conditions and other terms deemed by our legal counsel to be appropriate in the circumstances of this proposed transaction.
The definitive agreement will provide that
the closing of the proposed transactions set out herein is conditional upon the following:
| · | the completion, to our satisfaction, of
our due diligence review of the Business as contemplated in Section 5 below; |
| · | the approval of the proposed transaction
by the board of directors of Genius; |
| · | the absence of a material adverse change
to the operations and condition of the Purchased Assets (financial or otherwise) and prospects of the Business from the date hereof
until the Closing Date; |
| · | the expiration of any regulatory waiting
periods and the obtaining of all regulatory and other approvals necessary to complete the Transaction, including, without limitation,
the approval of the Canadian Securities Exchange (CSE) and the OTC Bulletin Board, if applicable in each case; |
| · | the execution of the Subscription Agreement
and the Escrow Agreement, in a form satisfactory to Genius and its legal counsel; and |
| · | the execution of a service agreement to
be entered into between Myriad and the Purchaser for the conception and development of custom applications for the customers of
the Business. |
Part Two
The following paragraphs are intended to constitute
legally binding and enforceable agreements of each of us.
| 5. | Access and Investigation |
Immediately following the signing of this letter
you will provide us with access to the property and assets of the Business, including all of its books, records, accounts , contracts
and other data and information relating to its operations . You will provide full co-operation (including access to the officers
and employees of the Business) to us and our authorized representatives and professional advisors to enable us to make a full examination
of the financial position of the Business, its contractual obligations and other liabilities and future prospects. You will provide
us and our agents with authority to inspect the records of government agencies pertaining to the Business and its properties and
operations, which authorisation will not request or authorise such agencies to conduct inspections. We will not request any inspections
by government agencies without your prior written approval, not to be unreasonably withheld.
Unless and until the transactions contemplated
in this letter are completed, we will keep confidential all information concerning or relating to the Business and its operations
(except information which is already known to us or our representatives or becomes known to us or to them without breach of confidence
or which is required by law to be disclosed or to be given to governmental authorities in connection with the investigations contemplated
hereby. If we have not entered into a definitive agreement on or before the 15th day of August, 2014, we will return all information
received from you as contemplated in this letter.
| 7. | Negotiations with Others |
In consideration of our incurring substantial
time, effort and expense in investigating and evaluating the Business, you agree that you will not, prior to the earlier of the
15th day of August, 2014 and the date on which we deliver a written notice to you that negotiations concerning our possible acquisition
of the Purchased Assets are terminated, enter into, or continue, any negotiations or discussions with any third party in respect
of the sale of the Business or Purchased Assets or any part thereof to any person and you will not enter into, or continue, any
negotiations or discussions with any third party in respect of the sale of the Business or Purchased Assets to any person or in
respect of the amalgamation , merger or combination of the Business with the business of any person.
| 8. | Ordinary Course of Business |
From the date of acceptance of this letter
to the Closing Date, you will carry on the Business in the ordinary course of business and use your best efforts to preserve the
same. In particular, you will (i) not increase any compensation payable to an employee or consultant of the Business other than
in the ordinary course without our prior consent; (ii) not dismiss any key management employee of the Business without our prior
consent; (iii) not create any further encumbrances on the assets without our prior consent; and (iv) not enter into any contracts,
other than the ordinary of course of purchases from suppliers and sales to customers and renewals of existing contracts, without
our prior consent.
The provisions of Part Two of this letter may
be terminated by notice from us to you at any time if the results of our business investigation of the Business are not satisfactory
to us for any reason, determined by us in our sole discretion. Upon any such termination of the provisions of Part Two, neither
of us shall have any obligation to the other except as provided in paragraphs 6, 9, 11, 12, 13 and 14.
Except to the extent required by law or by
the rules or policies of any securities regulatory authority (including any stock exchange) neither you nor we shall make or permit
to be made any disclosure or public announcement concerning the existence of discussions about, or regarding the proposed terms
of the transactions contemplated hereby without the prior written consent of the other and any such disclosure shall be made on
a confidential basis to the extent permitted by such law or regulatory authority .
Each of the parties to the transactions proposed
herein shall be responsible for and shall bear their respective costs and expenses (including any broker's or finder's fees and
the fees and expenses of its other advisors) in connection with any such transaction. No such fees shall be deducted from any proceeds
resulting from successful closing of the proposed transactions.
The provisions of Part Two constitute the entire
agreement between us with respect to the proposed transactions and cancel and supersede any prior undertakings, agreements, negotiations
and discussions, written or oral, between us. Except as otherwise provided herein, the provisions of Part Two may not be amended,
supplemented or otherwise modified except by written instrument executed by each of us.
| 13. | Governing Laws, Attornment |
The provisions of Part Two shall be construed,
interpreted and enforced in accordance with, and our respective rights shall be governed by, the laws of the Province of Quebec
and the federal laws of Canada applicable therein (excluding any conflict of law, rule or principle of such laws that might refer
such interpretation or enforcement to the laws of another jurisdiction). Each of us irrevocably submits to the exclusive jurisdiction
of the courts of the Province of Quebec without respect to any matter arising hereunder or relating hereto.
| 14. | Non-Binding Nature of Part One |
The provisions of Part One of this fetter are
an expression of intent only and are not intended to be legally binding and are expressly subject to the execution of the definitive
agreement and then only to the extent that those prov1s1ons are reflected in such agreement as finally executed . Except as expressly
provided in Part Two (or in any binding written agreement between us entered into in the future), no past or future action, course-
of conduct or failure to act relating to the transaction proposed herein or relating to the negotiation of the terms of the definitive
agreement, will give rise to or serve as a basis for any obligation or liability on the part of either of us.
If the foregoing accurately reflects your understanding,
please sign and return a copy of this letter to us, which will thereupon constitute our mutual understanding with respect to the
proposed transactions contemplated in this letter. This letter shall expire if not confirmed and agreed to by Myriad prior to 5:00
on the 31st day of July, 2014 at 5:00pm EST.
Yours truly,
GENIUS PROPERTIES LTD. and EC
ASSISTE INC., for and on behalf of
Mymobipoints.com Inc. a corporation to be
incorporated under the laws of Canada,
pursuant to and in reliance upon section
14
of the Canada Business Corporations Act
GENIUS PROPERTIES LTD.
By: /s/ Stephane Leblanc
Name: Stephane Leblanc
Title: President
EC ASSISTE INC.
By: /s/ Victor Cantore
Name: Victor Cantore
Title: President
Confirmed and, with respect to Part Two, agreed
this 28 day of July, 2014.
MYRIAD INTERACTIVE MEDIA INC.
By: /s/ Derek Ivany
Name: Derek Ivany
Title: Chief Executive Officer
SCHEDULE A
PURCHASED ASSETS
MyMobiPoints - Official DEMO App for Client
Presentation
MyMobiPoints - iOS Code Repository I Source
Code
MyMobiPoints - Back-End Dashboard
MyMobiPoints .com Domain Name
MyMobiPoints - Sales Kit, App Presentation,
App Fact-Sheet, Re-Seller Kit
MyMobiPoints - App Templates (restaurant, tanning,
hair salons)
NOTE: This list of Purchased Assets may
be updated or amended in the Definitive Agreement