Current Report Filing (8-k)
October 02 2014 - 8:48AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) October 1, 2014
Vertiec,
Inc.
(Exact
name of registrant as specified in its charter)
Nevada |
000-15113 |
95-3954373 |
(State
or other jurisdiction of incorporation or
organization) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
2445
Winnetka Avenue North, Golden Valley, MN |
55427 |
(Address
of principal executive offices) |
(Zip
Coe) |
|
|
(763)
252-2670 |
(Registrant’s
telephone number) |
|
|
N/A |
(Former
name, former address and former fiscal year, 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 (see General Instruction A.2 below):
| ☐ | Written
communication pursuant to Rule 425 under the Securities Act (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(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Item
1.01 Entry into a Material Definitive Agreement
On September
30, 2014, Veritec, Inc., a Nevada corporation (the “Registrant”), acquired the online payment technology,
certain intellectual property and certain vendor and customer contracts of Tangible Payments LLC, a Maryland limited liability
company (“Tangible”) pursuant to an Asset Purchase Agreement dated September 30, 2014 by and among the Registrant,
on the one hand, and Tangible, Falcon Financial Industries, LLC a Maryland limited liability company, and Timothy M. Spear, on
the other hand.
The
purchase price for the acquisition was comprised of 250,000 shares of restricted stock of the Registrant (the “Shares”),
issuable upon closing, and an earnout payment of $155,000. The earnout payment is payable on a monthly basis from the net profits
derived from the acquired assets commencing three months after the closing. The earnout payment is accelerated and the balance
of the earnout payment shall be due in full at such time as the Registrant receives equity investments aggregating $1.3 million.
The
Registrant is forming a new subsidiary to operate its new Tangible Payments division. In conjunction with the acquisition, the
Registrant has entered into an employment agreement with Timothy M. Spear whereby he will act as Chief Technology Officer of the
Registrant’s new Tangible Payment’s subsidiary.
Item
2.01 Completion of Acquisition or Disposition of Assets
The
disclosures set forth in Item 1.01 are incorporated herein by this reference.
Other
than the acquisition transaction and employment agreement, there is no material relationship between Timothy M. Spear and the
Registrant, its affiliates, its officer or directors or any of their associates.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under and Off Balance Sheet Arrangement of Registrant
(a)
The disclosures set forth in Item 1.01 are incorporated herein by this reference.
Item
3.02 Unregistered Sale of Equity Securities
The disclosures
set forth in Item 1.01 are incorporated herein by this reference.
The
issuance of the Shares is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) on the
basis that the recipient is an “accredited investor” and there was no public offering of the Shares.
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.
Date: October 1, 2014 |
By: |
/s/ Van Thuy
Tran |
|
Its: |
Chief Executive Officer |
Veritec (PK) (USOTC:VRTC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Veritec (PK) (USOTC:VRTC)
Historical Stock Chart
From Apr 2023 to Apr 2024