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
January 21, 2015
Date of Report (Date of earliest event reported)
NOVUS ROBOTICS INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-140396
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20-3061959
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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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7669 Kimbal Street Mississauga, Ontario Canda
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L5S 1A7
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(Address of principal executive offices)
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(Zip Code)
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(905) 672-7669
Registrant’s telephone number, including area code
_____________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 3. SECURITIES AND TRADING MATTERS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On January 21, 2015, the Board of Directors of Novus Robotics, Inc., a corporation organized under the laws of the State of Nevada (the "Company") authorized the issuance of an aggregate 22,720,000 shares of restricted common stock to Berardino Paolucci, our President/Chief Executive Officer ("Paoulcci"). The Company had previously issued that certain convertible promissory note dated December 15, 2006 in the principal amount of $60,000.00 (the "Treanor Convertible Note"), to Stephen Treanor ("Treanor"), which a portion of the principal and accrued interest in the amount of $36,000 was subsequently settled pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Treanor (the "Treanor Settlement Agreement"). The Company had also previously issued that certain convertible promissory note dated April 15, 2008 in the principal amount of $40,000.00 (the "Boyle Convertible Note"), to Donna Boyle ("Boyle"), which all the principal and accrued interest in the amount of $41,600.00 was subsequently settled pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Boyle (the "Boyle Settlement Agreement"). And, lastly, the Company had previously issued that certain convertible promissory note dated December 15, 2006 in the principal amount of $60,000.00 (the "Russell Convertible Note"), to Raymond Russell ("Russell"), which a portion of the principal and accrued interest in the amount of $36,000 was subsequently settled pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Russell (the "Russell Settlement Agreement").
In accordance with the terms and provisions of that certain share exchange agreement dated January 27, 2012 (the "Share Exchange Agreement") between the Company and D Mecatronics Inc., a private corporation ("D Mecatronics") and the shareholders of D Mecatronics (the "D Mecatronics Shareholders"), the Company acquired all of the total issued and outstanding shares of D Mecatronics in exchange for the issuance of shares of its common stock to the D Mecatronic Shareholders and the assignment the Treanor Convertible Note, the Boyle Convertible Note and the Russell Convertible Note. Treanor thus subsequently entered into that certain assignment of settlement agreement dated January 2, 2013 (the "Treanor Assignment of Settlement Agreement"), with Paolucci pursuant to which Treanor assigned to Paolucci all of his right, title and interest in and to the Treanor Settlement Agreement and the issuance of shares. Russell also subsequently entered into that certain assignment of settlement agreement dated January 2, 2013 (the "Russell Assignment of Settlement Agreement"), with Paolucci pursuant to which Russell assigned to Paolucci all of his right, title and interest in and to the Russell Settlement Agreement and the issuance of shares. Lastly, Boyle also subsequently entered into that certain assignment of settlement agreement dated January 2, 2013 (the "Boyle Assignment of Settlement Agreement"), with Paolucci pursuant to which Boyle assigned to Paolucci all of her right, title and interest in and to the Boyle Settlement Agreement and the issuance of shares.
The Company received certain conversion notices dated January 21, 2015 from Paolucci (collectively, the “Conversion Notices”) and authorized the issuance to Paolucci of 7,200,000 shares of its restricted common stock in accordance with the Treanor Assignment of Settlement Agreement, a further 7,200,000 shares of its restricted common stock in accordance with the Russell Assignment of Settlement Agreement and a further 8,320,000 shares of its restricted common stock in accordance with the Boyle Assignment of Settlement Agreement.
The Company acknoweldged the Treanor Convertible Note, the Russell Convertible Note and the Boyle Convertible Note (which have all been evidenced on the Company's audited financial statements) and the payment by the Company to Paolucci during December 2014 of an aggregate $86,939.69 regarding the remaining debt due and owing (the "Repayment of Debt"). The Company further acknowledged that pursuant to the Repayment of Debt and the issuance of an aggregate 22,720,000 shares of common stock to Paolucci, the Treanor Convertible Note, the Russell Convertible Note and the Boyle Convertible Note are fully satisfied and any and all debt due and owing thereunder extinguished.
The shares were issued in a private transaction to Paolucci, a non-United States resident, in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. Paolucci acknowledged that the securities to be issued have not been registered under the Sec45.83urities Act and that he understood the economic risk of an investment in the securities.
Beneficial Ownership Table
The following tables set forth information as of January 26, 2015 regarding the beneficial ownership of our common stock: (a) each stockholder who is known by us to own beneficially in excess of 5% of our outstanding common stock; (b) each director known to hold common or preferred stock; (c) our chief executive officer; and (d) the executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. The percentage of beneficial ownership of common stock is based upon 111,370,000 shares of common stock outstanding as of Januaruy 26, 2015.
Name and Address of Beneficial Owner(1)
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Amount and Nature of Beneficial Ownership(1) |
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Percentage of Beneficial Ownership |
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Directors and Officers:
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Bernardino Paolucci
7669 Kimbal Street
Mississauga, Ontario
Canada L5S 1A7
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51,040,000
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45.83
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%
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Drasko Karanovic
7669 Kimbal Street
Mississauga, Ontario
Canada L5S 1A7
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14,160,000
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12.71
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%
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`
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Beth Carey
7669 Kimbal Street
Mississauga, Ontario
Canada L5S 1A7
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-0-
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0
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%
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All executive officers and directors as a group (3 person)
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65,200,000
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58.54
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%
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Beneficial Shareholders Greater than 10%
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Manhattan Transfer Registrar Company (2)
57 Eastwood Road Miller Place, NY 11764
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11,188,359
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10.05
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%
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(1)
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Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Annual Report. As of the date of this Annual Report, there are 88,650,000 shares issued and outstanding.
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(2)
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Manhattan Transfer Registrar Company was holding in escrow an aggregate 16,520,000 shares of common stock on behalf of those approximate 28% minority shareholders of D&R Technology for distribution. Of the 16,520,000 shares of common stock, 11,188,359 remain in escrow. Manhattan Transfer Registrar Company will not exercise any voting or dispositive power over the shares.
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
Not applicable.
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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NOVUS ROBOTICS INC.
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Date: January 27, 2015
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/s/ Berardino Paolucci |
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Name: |
Berardino Paolucci
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Title:
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President/Chief Executive Officer
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5
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