Current Report Filing (8-k)
February 21 2020 - 2:01PM
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) February 18, 2020
LIBERATED SYNDICATION INC.
(Exact Name of
Registrant as Specified in Its Charter)
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Nevada
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000-55779
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47-5224851
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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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5001
Baum Boulevard, Suite 770
Pittsburgh,
Pennsylvania
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15213
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(412) 621-0902
(Registrant’s
Telephone Number, Including Area Code)
n/a
(Former Name or
Former Address, if Changed Since Last Report)
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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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 (see General Instruction A.2.
below):
☐
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))
Indicate by
check mark whether the registrant is an emerging growth company as
defined in 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 February 18,
2020, of the Compensation Committee of the Board of Directors of
Liberated Syndication Inc, a Nevada corporation (“Liberated
Syndication” or the “Company”) approved (i) the
extension and modification of stock agreements entered into with
Laurie Sims (350,000 restricted shares of common stock, par value
$0.001 per share or the “common stock”), Rob Walch
(100,000 restricted shares of common stock), Todd Kammerer (25,000
restricted shares of common stock) and Greg Buretz (25,000
restricted shares of common stock) so that the original vesting
conditions regarding the third and fourth tranches of such awards
shall be extended to December 28, 2020, all unvested restricted
shares shall be forfeited upon certain events of termination and
vest immediately in the event of certain changes in control of the
Company, (ii) the amendment of stock agreements entered into with
Douglas Polinsky and Dennis Yevstifeyev each with respect to
200,000 shares of common stock, such that all such shares shall
vest immediately in the event of certain changes in control of the
Company, and (iii) the award of 25,000 shares of restricted common
stock to each of Eric Shahinian, Bradley Tirpak and Brian Kibby as
members of the Board of Directors, which shares shall vest in four
equal quarterly tranches at the end of each quarter of 2020 and all
such shares shall vest immediately in the event of certain changes
in control of the Company.
Item
3.02
Unregistered
Sale of Equity Securities.
The information
contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02.
Item
3.03
Material
Modification to Rights of Security Holders.
The information
contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.03.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The information
contained above in Item 1.01 is hereby incorporated by reference
into this Item 5.02.
Item
9.01
Financial
Statements and Exhibits
(a)
Exhibits
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Description
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Form of Amendment
to Stock Agreement
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Form of Extended
and Modified Stock Agreement
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Form of Stock
Agreement
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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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LIBERATED
SYNDICATION INC.
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Dated: February 21,
2020
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By:
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/s/ Christopher
Spencer
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Name: Christopher
Spencer
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Title: Chief
Executive Officer
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