Current Report Filing (8-k)
June 30 2016 - 9:01AM
Edgar (US Regulatory)
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): June 30, 2016 (June 30, 2016)
IVEDA
SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-53285
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20-2222203
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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460
S. Greenfield, Suite 5, Mesa, Arizona 85206
(Address
of principal executive offices) (Zip Code)
(
480)
307-8700
(Registrant’s
telephone number)
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 ( 1 7 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act ( 17 CFR 240. l 4a-12)
[ ] Pre-commencement communications pursuant to Rule I 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))
[ ] Pre-commencement communications pursuant to Rule l 3e-4(c) under the Exchange Act ( 17 CFR 240.13e-4( c))
Item
3.02. Unregistered Sales of Equity Securities
On
June 30, 2016, Iveda Solutions, Inc. (the “Company”) completed a strategic investment transaction with Ly Chau Lam,
the new majority owner of Iveda Vietnam, the Company’s exclusive reseller in Vietnam. The Company, for
cash
consideration
of
$500,000 sold 628,571 shares of its unregistered common stock, $0.00001
par
value
per
sh
a
re and a warrant exercisable at $0.35 per share to purchase 800,000 shares
of its unregistered common stock to Ly Chau Lam with a 5-year term. The
628,571
million
shares
were sold
pursuant
to
the
exemption
from
registration provided
by
Section 4(2)
of the Securities Act
of
1
933,
as amended,
and Rule
506 and
Regulation D promulgated
thereunder, as a
sale
to a
single,
private, accredited investor. The shares
were
acq
u
ired
for
investment
and
are restricted.
As
the majority owner of the Company’s exclusive reseller in Vietnam, Ly Chau Lam will be funding the working capital requirements
for deposits and final payment before shipment of hardware purchases from the Company. The Company purchases this hardware through
its contract manufacturing relationships in Asia. This working capital is key in facilitating business with large telecom customers
on terms acceptable in Vietnam.
In
November 2015 the Company signed an agreement with Nguyen Business & Investment Co., Ltd. as its exclusive reseller in Vietnam.
The Company received an initial deposit of $50,000 against a committed $1,000,000 prepaid Sentir
license to be paid
in full on or before December 15, 2015. Nguyen Business & Investment Co., Ltd. had formed Iveda Vietnam CO., LTD (“Iveda
Vietnam”) to be the operating entity to license the Sentir
platform and purchase hardware such as the Company’s
ZEE plug and play cameras and IvedaHome cloud automation system. The Company had received $250,000 by December 31, 2015 from Iveda
Vietnam against the $1,000,000. The Company has been working with Iveda Vietnam for several months as they restructured to become
properly funded by adding the new majority owner.
Iveda
Vietnam is reselling the prepaid Sentir licenses to telecommunications, datacenter and manufacturing customers in Vietnam, some
of which the Company have previously announced contracts. Iveda Vietnam will facilitate finance, logistics and routine customer
service aspects of the Company’s relationships with the largest telecommunications customers in Vietnam.
Prior
to the closing of the strategic investment of Ly Chau Lam, Iveda Vietnam had paid $435,000 to the Company, of which $50,000 was
allocated to Sentir server hardware shipped in December 2015 and $385,000 to prepaid license fees. In conjunction with the $500,000
strategic investment from Ly Chau Lam into the Company, the Company agreed to amend the exclusive reseller agreement to accept
the $435,000 payment as full execution of the terms of the agreement. Iveda will grant the founder of Iveda Vietnam, Tung Nguyen,
a five-year warrant to purchase 300,000 shares of the Company’s common stock at $1.00 per share.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated:
June 30, 2016
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Iveda
Solutions, Inc., a Nevada corporation
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/s/
Robert J. Brilon
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Robert
J. Brilon, President and CFO
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