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): April 24, 2015

 

Aurios Inc.

(Exact name of registrant as specified in its charter)

 

000-53643

(Commission File Number)

 

Arizona   26-0685980

(State or other jurisdiction

of Incorporation)

  

(I.R.S. Employer

Identification No.)

 

15941 N. 77th Street, Suite #4

Scottsdale, AZ 85260

(Address of principal executive offices)

 

602-818-2596

(Registrant’s telephone number, including area code)

 

Copies of all communications, including all communications sent to the agent for service, should be sent to:

 

Blair Krueger, Esq.

Krueger LLP

OTC Attorneys, LLC

4786 La Jolla Boulevard

La Jolla, California 92037

Telephone: (858) 405-7385

blair@OTCattorneys.com

 

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):

 

[X]   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))

 

 

 

 
 

  

Item 1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

As previously reported on Form 8-K, Current Report, dated May 2, 2014, the Company entered into a Debt Payment and Stock Issuance Agreement with iPayMobil (the “May 2014 Agreement”). Pursuant to the May 2014 Agreement, the Company issued 919,500 shares of the Company’s Common Stock to iPayMobil in exchange for the indirect payments by iPayMobil in satisfaction of Company debts and liabilities amounting to $140,000. As part of the May 2014 Agreement, Mr. Paul Attaway, our former President, Chief Executive Officer, Chief Financial Officer, and Director, Mr. Ira Gaines, a holder of greater than 5% of the Company’s common stock, Chris Hoffman, Esq., a holder of greater than 5% of the Company’s common stock, and Mr. Timothy Louis, our former Secretary and Director, provided Mr. Andrew M. Ling and Mr. Gary F. Pryor, our current President, Chief Executive Officer, and Director and our current Chief Financial Officer and Director of the Company, an irrevocable proxy to vote their shares as they see fit. As a result, iPayMobil, its principals, control stockholders’, Messrs. Ling and Pryor, acquired voting control of the Company. The irrevocable proxies were limited to a term of one year from the date the May 2014 Agreement was entered into. The irrevocable proxies as of May 24, 2015 have been mutually extended until December 31, 2015 by all parties involved.

 

The May 2014 Agreement and irrevocable proxies described above were structured in this manner as Section 1004 of Title 10 of the Arizona Revised Statutes requires a majority vote of the issued and outstanding capital stock approval in order for the Company to amend its Articles of Incorporation. This amendment is required to create and issue the required number of shares of the Company’s capital stock, particularly its Common Stock, as contemplated in Proposal 1. Through the completion of the Merger announced on current report Form 8-K, dated March 5, 2015 we announced the pending acquisition of the operating business, thereby ceasing the Company’s status as a “shell company”.

 

A copy of the revised irrevocable proxies are attached as an exhibit. As of the date of this report the Company obtained the signatures from each proxy holder.

 

Item 9.01.   Financial Statements and Exhibits

 

(d) Exhibits. The following exhibits are or will be filed herewith:

 

Exhibit Number   Description
     
10-3   Amended Irrevocable Proxies Attached to Debt Payment and Stock Issuance Agreement dated as of May 2, 2014 by and among Aurios Inc., Paul Attaway, Ira J. Gaines, Christian Hoffman, III, and iPayMobil, Inc.

 

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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 thereunto duly authorized.

 

  AURIOS, INC.
   
Dated: April 28, 2015 By: /s/ Andrew M. Ling
    Andrew M. Ling
    President

 

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EXHIBIT INDEX

 

Exhibit Number   Description
     
10-3   Amended Irrevocable Proxies Attached to Debt Payment and Stock Issuance Agreement dated as of May 2, 2014 by and among Aurios Inc., Paul Attaway, Ira J. Gaines, Christian Hoffman, III, and iPayMobil, Inc.

 

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EXHIBIT 10-3 AMENDED IRREVOCABLE PROXIES

 

IRREVOCABLE PROXY, AMENDMENT #1

(Coupled with an interest)

AURIOS INC.

 

The stockholders represented herein (the “Stockholders”) appoint Andrew M. Ling and/or Gary Pryor (the “Proxy Holders”) proxy with the power of substitution to vote all shares of Common Stock entitled to be voted by the Stockholders at any annual meeting or special meeting of the stockholders of Aurios Inc. or as a result of a solicitation by Aurios Inc. or its management or any third party of a written consent by stockholders in lieu of an annual meeting or special meeting. This proxy is irrevocable, is coupled with an interest in that it has been executed in conjunction with the execution and delivery to iPayMobil, Inc. of that certain Debt Settlement and Stock Issuance Agreement filed on May 7, 2014 (the “Agreement”), and will last until the completion of the reverse merger transaction contemplated by Section 1.5 of the Agreement or December 31, 2015 (the amended date), whichever comes first. This proxy is meant to comply with Chapter 7, Article 2, Section 10-722 of the Arizona Revised Statutes and shall be read and interpreted so as to be enforceable in accordance therewith. The Common Stock to which this proxy applies includes the following certificates (and any replacement certificates or certificates issued for the balance of shares sold, as contemplated below):

 

Name on Certificate  Number of Shares  
Paul Attaway   1,254,666 
Ira J. Gaines   656,666 
Christian J. Hoffman, III   606,666 
Tim Louis   100,000 

 

The Stockholders may not sell shares of their Common Stock in Aurios Inc. in the public market while this proxy remains in effect. The Stockholders agree that, before they sell any shares of Common Stock subject to this proxy to a third party in a private sale, the Stockholders shall disclose to the Proxy Holders the names and contact information of the persons to whom they propose to transfer the Common Stock and the terms of the sale transaction and shall disclose to the proposed purchasers the existence of this proxy. The application of this proxy to shares of Common Stock sold by the Stockholders in a private sale shall be reviewed by the Proxy Holders who shall determine, in their sole and absolute discretion, whether or not such shares shall continue to be subject to this proxy. Gifts of Common Stock subject to this proxy will continue to be subject to it.

 

Irrespective of any writing received from the Stockholders purporting to revoke this proxy, the Stockholders agree that Aurios Inc. need not be required to recognize any such revocation and may continue to recognize the appointment made in this proxy.

 

/s/ Paul Attaway   4/24/2015   /s/ Ira J. Gaines   4/24/2015
Paul Attaway   Date   Ira J. Gaines   Date
             
/s/ Christian J. Hoffman, III   4/24/2015   /s/ Tim Louis   4/24/2015
Christian J. Hoffman, III    Date   Tim Louis   Date