Current Report Filing (8-k)
May 09 2017 - 4:17PM
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): May 3, 2017
WIDEPOINT
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-33035
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52-2040275
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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7926 Jones Branch Drive, Suite 520, McLean,
Virginia
(Address of Principal Executive Office)
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22102
(Zip Code)
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Registrant’s telephone number, including area code:
(703) 349-2577
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry
into a Material Definitive Agreement.
On May 3, 2017, a subsidiary
of WidePoint Corporation (the “Company”) entered into an Asset Purchase Agreement with Probaris Technologies, Inc.
whereby the Company purchased certain commercial identity and authentication software assets, contract license assignments, and
other assets associated with the sale of the software assets (the “Software Assets”). The aggregate purchase price
for the Software Assets was $400,000, consisting of $300,000 paid in cash at closing and $100,000 contingent upon the optional
renewal of a license agreement expected in 2018. The foregoing summary does not purport to be complete and is qualified in its
entirety by the Asset Purchase Agreement, which is incorporated herein by reference.
Item 7.01 Regulation
FD Disclosure.
On May 3, 2017, the Company
issued a press release announcing the acquisition of the Software Assets. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The information in this
Item 7.01, including the exhibit referenced herein, shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)
(2) of the Securities Act of 1933, as amended.
Item 9.01(d) Financial Statements and Exhibits
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Exhibit 2.1
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Asset Purchase Agreement by and between Probaris Technologies,
Inc. and WidePoint Cybersecurity Solutions Corporation.
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Exhibit 99.1
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Press Release of the Company.
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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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WIDEPOINT CORPORATION
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/s/ James T. McCubbin
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Date: May 9, 2017
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James T. McCubbin
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Executive Vice President and Chief Financial Officer
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