Amended Current Report Filing (8-k/a)
May 28 2020 - 4:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 4, 2020
Clancy
Systems International, Inc.
(Exact Name of Registrant as Specified in
Charter)
Colorado
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333-68008
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84-1027964
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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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4902 Finchem Court
Fairfax, VA 22030
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(Address of Principal Executive Offices)
(Zip Code)
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(703) 310-7334
(Registrant's telephone number, including
area code)
N/A
(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))
Securities registered pursuant to Section 12(b) of the Act:
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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N/A
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N/A
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N/A
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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. ☐
EXPLANATORY NOTE
On May 27, 2020, Clancy
Systems International, Inc. (the “Company”) filed its Form 8-K (“Original Form 8-K”) to report the
termination of a material agreement. The Original Form 8-K included a scrivners error in the signature block. This Amendment No.
1 to the Form 8-K is filed merely to correct the Company officer’s signature block.
Except to the extent
expressly set forth herein, this amended Form 8-K speaks as of the filing date of the Original Form 8-K and has not been updated
to reflect events occurring subsequent to the original filing date. Accordingly, this amended Form 8-K should be read in conjunction
with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Form 8-K.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed on Form 8-K/A,
filed March 18, 2020 (the “Original Report”), Clancy Systems International, Inc. (the “Company”) entered
into that certain Stock Purchase Agreement, dated as of March 9, 2020 (the “Stock Purchase Agreement”) by and among
the Company, Arke Tech S.A.P.I DE C.V., a Mexican corporation (“Seller”), and Hyperion Digital Group S. DE R.L.
DE C.V., a Mexican corporation (“Hyperion”).
The Company has terminated, effective immediately,
the Stock Purchase Agreement, as well as the Note, Pledge and Security Agreement between the Company and Seller, dated as of March
9, 2020, and Earnout Agreement, dated as of March 9, 2020 (the “Earnout Agreement”).
The Company terminated the Stock Purchase
Agreement, and related agreements and instruments, as a result of, among other reasons, the Seller failing to satisfy certain material
pre-closing and post-closing covenants, representations and warranties set forth in the Stock Purchase Agreement.
The Company has not received certificates
for the outstanding equity stock of Hyperion held by the Seller. As a result of such termination, the Company will not issue the
promissory note in the principal amount of $1,350,000 (the “Note”) contemplated int ne Stock Purchase Agreement. The
Company will also not issue any shares of Company common stock to Seller or Seller’s consultant, however, the Company has
already paid $75,000 to Seller, and $75,000 to a consultant engaged by Seller.
The above description of the Stock Purchase
Agreement, Note, Security Agreement, and Earnout Agreement does not purport to be complete and is qualified in its entirety by
reference to the Stock Purchase Agreement, Note, Security Agreement and Earnout Agreement, were attached here to as Exhibits 2.1,
2.2, 2.3 and 2.4 to the Original Report.
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CLANCY SYSTEMS
INTERNATIONAL, INC.
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May 28, 2020
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By: /s/ Naveen Doki
Naveen Doki
Chief Executive Officer
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