Current Report Filing (8-k)
January 26 2017 - 3:52PM
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): January 26, 2017
(
January 9, 2017)
REALBIZ
MEDIA GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other
jurisdiction
of incorporation)
|
|
001-34106
(Commission
File
Number)
|
|
11-3820796
(I.R.S.
Employer
Identification
No.)
|
9711
Washingtonian Boulevard, #550
Gaithersburg,
MD 20850
(Address
of principal executive offices) (zip code)
(908)
758-3787
(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))
Item
3.02 Unregistered Sales of Equity Securities
Exercise
of Warrants
On
January 10, 2017, RealBiz Media Group, Inc. (the “Company”) received an election to purchase notice (the “Notice”)
from Anshu Bhatnagar, our Chief Executive Officer and a member of the Board of Directors. Pursuant to the Notice, Mr. Bhatnagar
elected to exercise his warrants on a cashless basis resulting in the issuance of 9,249,629 shares of the Company’s common
stock (the “Shares”). At this time, the Company does not have enough authorized capital stock to issue Mr. Bhatnagar
the Shares. On November 18, 2016, the Company filed an amendment to its Certificate of Incorporation with the Delaware Secretary
of State in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock on a one (1)
for two hundred (200) basis which amendment became effective with the state on November 19, 2016 (the “Reverse Stock Split”).
The Reverse Stock Split has not yet become effective with The OTC Markets. The Company will issue the Shares to Mr. Bhatnagar
after the Reverse Stock Split is effective with The OTC Markets.
Issuance
of Series A Preferred Stock
On
January 9, 2016, the Company issued 100,000 shares of Series A Preferred Stock to Mr. Bhatnagar for $610.
The
Shares and Series A Preferred Stock
have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and issued in reliance
on the exemption from registration under the Securities Act afforded by Section 4(a)(2).
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of Mark Lucky
Effective
January 9, 2017, Mark B. Lucky, age 58, was appointed as our Acting Chief Financial Officer.
Mr.
Lucky is a certified public accountant and has more than 15 years of experience serving as a public company Chief Financial Officer.
Since May 2014, Mr. Lucky has been a principal at Mid-Atlantic CFO Advisory Services, LLC (“Mid-Atlantic”) and through
Mid-Atlantic has served as a consultant to the Company as well as served as an interim Chief Financial Officer to NuState Energy
Holdings, Inc., Intelligent Living America, Inc., and Ronn Motor Group, Inc. From March 2007 until May 2014, Mr. Lucky served
as the Chief Financial Officer of IceWeb Inc., and from March 2009 to April 2011 he served as a director and Chief Financial Officer
of HASCO Medical, Inc. In addition, Mr. Lucky previously worked in several senior finance positions. Mr. Lucky served as Senior
Director of Finance and interim Chief Financial Officer at Axys Pharmaceuticals, Inc., Manager of Operations Planning at The Walt
Disney Company, Senior Consultant at PriceWaterhouseCoopers, LLC and Senior Auditor at KPMG. Mr. Lucky received a B.A. degree
in Economics from the University of California, Los Angeles.
Mr. Lucky has been engaged
by the Company as a consultant since September 2015. Pursuant to Mr. Lucky’s Consulting Agreement dated January 2, 2017,
Mr. Lucky will receive (i) $8,000 per month for his consulting services through March, 31, 2017 and (ii) a bonus equal to 1.5%
of the gross proceeds from any financing resulting from efforts/introductions made by Mr. Lucky for a period of 12 months from
the effective date of the Consulting Agreement; provided, however, that such bonus shall not exceed $300,000. In addition, Mr.
Lucky received a 5 year warrant to purchase up to 3,000,000 shares of the Company’s common stock at an exercise price of
$0.006 per share. The warrant shall vest in full on April 1, 2017.
The
foregoing descriptions of the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text
of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and incorporated by reference herein.
Mr.
Lucky
does not have a family relationship with any of the executive officers or directors
of the Company. Except for the compensation arrangement described above, there are no arrangements or understandings between
Mr.
Lucky
and any other person pursuant to which he was appointed as interim Chief Financial
Officer of the Company.
Item
7.01 Regulation FD Disclosure
The
Company has made available a presentation about its current business plan, a copy of which is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is hereby incorporated by reference.
The
information contained in the presentation is summary information that should be considered in the context of the Company’s
filings with the SEC and other public announcements the Company may make by press release or otherwise from time to time. The
presentation speaks as of the date of this Current Report. While the Company may elect to update the presentation in the future
to reflect events and circumstances occurring or existing after the date of this Current Report, the Company specifically disclaims
any obligation to do so.
The
presentation contains forward-looking statements, and as a result, investors should not place undue reliance on these forward-looking
statements.
The
information set forth in this Report, including without limitation the presentation, is not deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such
a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Exhibit
No.
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Description
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10.1
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Consulting
Agreement
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99.1
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RealBiz
Media Group, Inc. presentation dated January 2017
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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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RealBiz
Media Group, Inc.
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|
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Dated:
January 26, 2017
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/s/
Anshu Bhatnagar
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Anshu
Bhatnagar
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Chief
Executive Officer
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