Current Report Filing (8-k)
November 01 2016 - 9:52AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): November 1, 2016 (October 27, 2016)
EZTD
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-51255
|
|
98-0374121
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission File
Number)
|
|
(IRS
Employer
Identification
No.)
|
6
Yehezkel Koifman Street, Tel-Aviv
68012,
Israel
(Address
of Principal Executive Offices)
+972-73-705-8000
(Issuer’s
telephone number)
(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 to 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))
|
Item
1.01. Entry into a Material Definitive Agreement.
Subscription
Agreement
On October 27, 2016, EZTD Inc. (the
“Company”) entered into a Subscription Agreement dated as of October 19, 2016 (the “Subscription Agreement”)
with WinnerOption Ltd., a company organized and existing under the laws of the State of Israel (“WinnerOption”), providing
for the issuance and sale by WinnerOption to the Company, in a private placement, of an aggregate of 4,996 Ordinary Shares of WinnerOption
stock, or approximately 19.99% of WinnerOption’s outstanding Ordinary Shares (collectively, the “Shares”) valued
at approximately $1,000,000, in exchange for the Company’s contribution of: (i) certain of its intellectual property relating
to social gaming technology, and (ii) payment of $276,000 in cash to WinnerOption at such times after the date of the Subscription
Agreement as determined by the Company in consultation with WinnerOption. As a result of its acquisition of the Shares, the Company
is subject to the terms of the Shareholders Agreement of WinnerOption (the “Shareholders Agreement”), which includes
customary terms and provisions governing the Company’s ownership of the Shares, including restrictions on transferability
of the Shares. The Shareholders Agreement also entitles the Company to designate one out of the four directors to serve on WinnerOption’s
board of directors.
Shimon
Citron, the Company’s Chief Executive Officer, is the current controlling shareholder and a director of WinnerOption. The
terms of the transaction between the Company and WinnerOption were approved by a Special Committee of the Company’s Board
of Directors of which Mr. Citron was not a member.
Item
9.01. Financial Statements and Exhibits.
(b)
Exhibits
10.1
|
Subscription Agreement between the Company and WinnerOption, dated as of October 19, 2016.
|
10.2
|
Shareholders Agreement between WinnerOption and the shareholders signatory thereto, dated as of October 19, 2016.
|
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.
Dated:
November 1, 2016
|
EZTD
INC.
|
|
|
|
By:
|
/s/
Shimon Citron
|
|
|
Name: Shimon
Citron
Title: Chief Executive Officer
|
3
EZTD (CE) (USOTC:EZTD)
Historical Stock Chart
From Mar 2024 to Apr 2024
EZTD (CE) (USOTC:EZTD)
Historical Stock Chart
From Apr 2023 to Apr 2024