Current Report Filing (8-k)
August 04 2017 - 1:00PM
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): July 28, 2017
SoOum
Corp.
(Name of small business in its charter)
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Minnesota
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000-7475
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41-0831186
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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590 Madison Avenue
Suite 1800
New York, NY 10022
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(Address of principal executive offices)
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(480) 287-6675
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(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K 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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
-1-
1.01 – Entry
into a Material Definitive Agreement
See discussion under
Item 2.01 belo
2.01 – Completion of Acquisition or Disposition of Assets
On
July 28, 2017, the Company signed a Separation Agreement (the “Agreement”)
with Ms. Joy Gillespie pursuant to which Ms. Gillespie exchanged her 445,000,000
shares of common stock of SoOum Corp. for 100% of the ownership interests of
Western Grade, LLC (“WG”), which were owned by SoOum Corp. In
effect, this transaction reverses the prior acquisition of Western Grade by
SoOum Corp., which occurred on October 06, 2016. The Separation Agreement
entered between the parties contains other terms common to a transaction of
this nature. Accordingly, the Company's financial statements will not
include the operations of WG from effective date.
Due to the Agreement, the Company will no longer report WG as the Company's "Predecessor" and all historical financial information of the Company will be that of SoOum Corporation. WG was only consolidated with SoOum Corporation's financial statements for the period from October 6, 2017 (date of acquisition) through December 31, 2016. The Proforma financial information included in Item 9.01 below discloses the effects as if the acquisition of WG was not included in the consolidated financial statements for the year ended December 31, 2015, nine months ended September 30, 2016 and three months ended December 31, 2016
9.01 Financial Statements and Exhibits.
-Separation
Agreement-
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Pro
Forma Financial Statements
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Year
Ended December 31, 2015 (Unaudited)
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As noted in the Company's Form 10-K, WG was reported in the Company's financial statements as the "Predecessor" entity. In accordance with such accounting treatment, WG represented all historical operations prior to the acquisition in October 2016. Accordingly, the purpose of the following proforma financial statements is to remove WG's financial information and add the historical financial information of SoOum Corp. and to disclose the effect of the Agreement as if WG was not treated as the Predecessor.
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As Reported
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Less: WG
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Add: SoOum
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ProForma
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Current Assets
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1,040,911
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1,040,911
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41
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41
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Total Assets
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1,737,167
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1,737,167
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338
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338
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Current Liabilities
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1,673,697
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1,673,697
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Total Liabilities
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1,957,357
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1,957,357
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7,572,955
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7,572,955
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Total Equity (Deficit)
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(220,190)
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(220,190)
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(7,572,617)
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(7,572,617)
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Total Revenues
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4,905,004
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4,905,004
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46,842
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46,842
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Total Expenses
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5,335,805
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5,335,805
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(10,760,609)
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(10,760,609)
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Net Loss
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(430,801)
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(430,801)
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10,807,451
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10,807,451
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Loss Per Share
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0.98
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0.98
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Weighted Average Shares
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10,983,378
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10,983,378
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-2-
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Nine
Months Ended September 30, 2016 (Unaudited)
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As noted in the Company's Form 10-K, WG was reported in the Company's financial statements as the "Predecessor" entity. In accordance with such accounting treatment, WG represented all historical operations prior to the acquisition in October 2016. Accordingly, the purpose of the following proforma financial statements is to remove WG's financial information and add the historical financial information of SoOum Corp. and to disclose the effect of the Agreement as if WG was not treated as the Predecessor.
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As Reported
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Less: WG
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Add: SoOum
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ProForma
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Current Assets
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521,631
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521,631
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7,102
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7,102
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Total Assets
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962,856
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962,856
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17,102
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17,102
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Current Liabilities
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1,543,695
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1,543,695
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8,328,087
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8,328,087
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Total Liabilities
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1,869,703
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1,869,703
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8,328,087
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8,328,087
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Total Equity (Deficit)
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(906,847)
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(906,847)
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(8,310,985)
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(8,310,985)
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Total Revenues
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2,399,280
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2,399,280
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3,756
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3,756
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Total Expenses
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3,068,530
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3,068,530
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4,902,627
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4,902,627
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Net Loss
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(669,250)
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(669,250)
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(4,898,871)
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(4,898,871)
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Loss Per Share
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(0.07)
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(0.07)
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Weighted Average Shares
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66,367,786
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66,367,786
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