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):  December 31, 2013

 

INTERCORE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	000-54012	27-2506234
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

1615 South Congress Avenue - Suite 103

Delray Beach, FL 33445

(Address of principal executive offices) (zip code)

 

(561) 900-3709

(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 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 (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))

 

SECTION 3 – SECURITIES AND TRADING MARKETS

 

ITEM 3.02 Unregistered Sales of Equity Securities

 

Pursuant to the terms of our Series C Preferred Stock, any outstanding shares of Series C Preferred Stock were automatically converted into eighty percent (80%) of our then outstanding common stock immediately after giving effect to a planned reverse split of our common stock. On December 31, 2013, we effected a 1-for-100 reverse stock split and on that date we issued a total of 29,882,298 shares of our common stock (post-stock split), restricted in accordance with Rule 144, to the holders of all of our shares of Series C Preferred Stock. Of the 29,882,298 shares of common stock we issued, 20,563,221 shares were issued to affiliates of ours, or to entities controlled by affiliates of ours: 4,118,580 shares to Claude Brun, our then-Chief Executive Officer, or to entities controlled by Mr. Brun; 353,021 shares to Ms. Danielle Beauchamp, our then-Secretary; and 16,091,620 shares to Mr. Frederick Voight, one of our Directors, or to entities controlled by Mr. Voight. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, because all of the Series C Preferred stockholders are either accredited or sophisticated investors, existing shareholders of ours, and familiar with our operations.

 

Pursuant to the terms of three convertible promissory notes issued by us in October 2013 through which we received aggregate proceeds of $1,100,000 (the first to Topside Partners, LP on October 8, 2013 for $500,000, the second to Sussex Associates, LP on October 8, 2013 for $500,000, and the third to Topside Partners, LP on October 18, 2013 for $100,000, collectively the "Notes"), such Notes were convertible into an aggregate of 7.37% of our then outstanding common stock, on a fully diluted basis, once we could confirm that we had sufficient authorized but unissued common stock to effect such conversions. Immediately after the reverse stock split referenced above, we had sufficient shares of authorized and unissued common stock to effect conversion of the Notes into shares of our common stock. As a result, on December 31, 2013 we issued to Topside Partners and Sussex Associates an aggregate of 3,087,171 shares of common stock (1,683,912 and 1,403,260, respectively, post reverse stock split), restricted in accordance with Rule 144. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, since Topside Partners and Sussex Associates are either an accredited or sophisticated investors and are familiar with our operations. Neither Topside Partners nor Sussex Associates are affiliated with any of our officers or directors.

 

Pursuant to the terms of a convertible promissory note issued by us on August 19, 2013 to Fandeck Associates, Inc. ("Fandeck"), an entity controlled by Mr. Voight, and through which we received aggregate proceeds of $55,000, the note was convertible into an aggregate of 0.37% of our then outstanding common stock, on a fully diluted basis, once we could confirm that we had sufficient authorized but unissued common stock to effect such a conversion. Immediately after the reverse stock split referenced above we had sufficient shares of authorized and unissued common stock to effect the conversions of the note into shares of our common stock. As a result, on December 31, 2013, we issued Fandeck 154,987 shares of our common stock, post reverse stock split, restricted in accordance with Rule 144. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, since Mr. Voight is one of our officers and directors, is either an accredited or sophisticated investor, and is familiar with our operations.

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

   

On December 31, 2013, effective the with corporate changes described in Item 5.03 of this filing, Mr. Claude Brun and Mr. Danielle Beauchamp resigned as our Chief Executive Officer and Secretary, respectively. Both Mr. Brun and Ms. Beauchamp remain on our Board of Directors. We are not aware of any disagreements with Mr. Brun or Ms. Beauchamp of the nature required to be disclosed in this Current Report.

 

A copy of this report has been provided to Mr. Brun and Ms. Beauchamp and each has been provided with the opportunity to furnish us as promptly as possible with a letter addressed to us stating whether they agree with the statements made by us in this report, and if not, stating the respects those statements are incorrect. We did not receive a letter from either Mr. Brun or Ms. Beauchamp.

 

In anticipation of Mr. Brun’s and Ms. Beauchamp’s resignations, on December 26, 2013 our Board of Directors appointed Mr. James Groelinger and Mr. Frederick Larcombe to fill the positions of Chief Executive Officer and Secretary, respectively, upon the resignations of Mr. Brun and Ms. Beauchamp. The appointments of Mr. Groelinger and Mr. Larcombe became effective on December 31, 2013.

 

James F. Groelinger was appointed as our Chief Executive Officer effective December 31, 2013. Mr. Groelinger served in this same capacity with us from 2010 through January 23, 2013. Since 2007, Mr. Groelinger has been the Managing Director at Bellegrove Associates where he provides strategic guidance to emerging clean energy entrepreneurs and companies. This guidance includes, but is not limited to, evaluating potential energy-related investments, assisting inventors with energy-related patents and products, as well as developing strategies for creating joint ventures between U.S. and foreign entities or governments. Since 2009, Mr. Groelinger has also been the Executive Director of Clean Energy Alliance, Inc., which is a national association of clean energy incubators for the purpose of fund raising, policy development, and strategy. From 2001 to 2006, Mr. Groelinger was the Chief Executive Officer and a Director, and was President from 2007 to 2008, of EPV Solar, Inc., which was a photovoltaic technology company that developed a technology for the production of thin-film photovoltaic products. As CEO of EPV Solar, Mr. Groelinger led the company and oversaw sales as they increased from nil to more than $20 million annually, developed products sales in the U.S., Germany, and Spain, oversaw joint ventures with foreign manufacturers, and managed a complex $60 million debt-for-equity recapitalization, setting the stage for a $70 million third-party financing and initial public offering. Mr. Groelinger received his BChE from the City College of New York, New York, and his MBA in Finance from Temple University.

 

Frederick Larcombe was appointed as our Secretary, effective December 31, 2013. Mr. Larcombe served in this same capacity with us from 2010 through January 23, 2013. Additionally, Mr. Larcombe is also our Chief Financial Officer and has been since November 2010. From 2008 through 2013, Mr. Larcombe, as a principal with Crimson Partners, a group of seasoned financial professionals, serves a number of clients primarily in the life sciences. In this connection and from 2009 to 2011, Mr. Larcombe served as the Chief Financial Officer for iBio, Inc. (IBPM.OB), a biotechnology company focused on commercializing its proprietary technology for the production of biologics including vaccines and therapeutic proteins. From 2005 to 2007, he was simultaneously the Chief Financial Officer of Xenomics Inc., and FermaVir Pharmaceuticals, Inc. From 2004 to 2005, he was a consultant with Kroll Zolfo Cooper, a professional services firm providing interim management and turn-around services, and from 2000 to 2004, he was Chief Financial Officer of MicroDose Therapeutics. Prior to 2000, Mr. Larcombe held various positions with ProTeam.com, Cambrex, and PriceWaterhouseCoopers. Mr. Larcombe's received his BS in Accounting from Seton Hall University, was designated a Certified Public Accountant in New Jersey, and is an alumnus of the Management Development Program at Harvard Business School.

 

ITEM 5.03 Amendments to Articles of Incorporation Or Bylaws, Change In Fiscal Year

 

On December 31, 2013, an amendment to our Articles of Incorporation became effective with the State of Delaware, which: (a) changed our name from “InterCore Energy, Inc.” to “InterCore, Inc.”; (b) effected a 1-for-100 reverse stock split of our outstanding common stock; and (c) decreased our authorized common stock from 750,000,000 shares, par value $0.0001, to 275,000,000 shares of common stock, par value $0.0001.

 

ITEM 9.01 Financial Statements and Exhibits

 

(c)	Exhibits
	3.1	Certificate of Amendment to Certificate of Incorporation of InterCore Energy, Inc. filed December 17, 2013 (effective December 31, 2013)

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated:  February 4, 2015		InterCore, Inc.
		a Delaware corporation
		/s/ James F. Groelinger
		By:  James F. Groelinger
		Its:  Chief Executive Officer

 

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

INTERCORE ENERGY, INC.

 

 

INTERCORE ENERGY, INC. (the “Corporation”) a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

 

FIRST: Pursuant to Unanimous Written Consent of the Board of Directors of the Corporation on August 8, 2013, the following amendment to the Certificate of Incorporation of the Corporation was approved:

 

Article “One” of the Certificate of Incorporation is amended to read in its entirety as follows:

 

“The name of the Corporation shall be: “InterCore, Inc.”

 

Article “Fourth” of the Certificate of Incorporation is amended to read in its entirety as follows:

“Section 1.     Reverse Stock Split. Upon the effectiveness of this Certificate of Amendment of the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each one hundred (100) shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time (“Old Common Stock”) shall automatically be combined and converted, without any action on the part of the holder thereof, into one (1) share of fully paid and nonassessable Common Stock of the Corporation (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued upon combination of the Common Stock in the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of any fractional share, the Corporation shall issue one whole share in lieu of the fractional share.

The Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent. The Reverse Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of Common Stock resulting from the Reverse Stock Split and held by a single record holder shall be aggregated.

The par value of each share of Common Stock shall not be adjusted in connection with the Reverse Stock Split.

 

Section 2.     This Corporation is authorized to issue two classes of shares of stock to be designated as “Common Stock” and “Preferred Stock”. The total number of shares of Common Stock which this Corporation is authorized to issue is Two Hundred Seventy Five Million (275,000,000) shares, par value $0.0001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is Twenty Million (20,000,000) shares, par value $0.0001.

 

The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a “Preferred Stock Designation”) and as may be permitted by the General Corporation Law of the State of Delaware. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. The Board of Directors also has express authority over any wholly unissued shares”

 

SECOND: That the foregoing amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock of the Corporation entitled to vote by written consent in lieu of meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware.

 

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

FOURTH: This Certificate of Amendment shall be effective on December 31, 2013.

 

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 25th day of November, 2013.

 

 

By:		/s/ Claude Brun
		Claude Brun
		President