Current Report Filing (8-k)
October 06 2016 - 9:17AM
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): September 20, 2016
SOURCE
FINANCIAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-55122
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80-0142655
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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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604 Arizona Ave
Santa Monica, CA 90401
(Address
of Principal Executive Offices)
(424)
322-2201
Registrant’s
telephone number, including area code
Level
6/97 Pacific Highway
North
Sydney NSW 2060
Australia
(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 8.01 Other
Events.
(1)
Binding Memorandum of Understanding
On
September 20, 2016, Source Financial, Inc. (“we” or the “Company”) and Edward DeFeudis, on behalf of the
Company, entered into a Binding Memorandum of Understanding (the “MOU”) with CSES Group, Inc. (“Alltemp”)
and William Lopshire and Kjell Nesen, solely as officers of Alltemp (collectively, the Company and Alltemp are herein referred
to as the “Parties” and each, individually, is a “Party”).
Pursuant
to the terms of the MOU, the Company will provide a minimum of $250,000 in bridge loans (“Bridge Loans”) to Alltemp.
The Bridge Loans shall be evidenced by a demand convertible promissory note in the principal amount of $250,000 (the “Note”)
bearing interest only at a rate of 10% per annum, interest payable quarterly commencing on January 15, 2016. In the event the
merger is not consummated by the date the first quarterly payment is due (January 15, 2017), or in the event that the MOU is terminated
by the Company pursuant to the terms as stated therein, Alltemp has agreed to issue common stock in Alltemp to the Company upon
the Company’s request equal to five percent (5%) of Alltemp’s then issued and outstanding common stock on a fully
diluted basis at the time of exercise. Upon exercise of this right by the Company, the Note shall be canceled.
The Parties intend to promptly begin negotiating
to reach a written definitive agreement, subject to the approval of each Party’s board of directors, containing comprehensive
representations, warranties, indemnities, conditions and agreements by the Parties. In the event the Parties fail to reach a final
binding written agreement within thirty days of the date of the MOU, the MOU shall remain in effect, except that all further advances
under the Bridge Loan, or otherwise, shall be in the Company’s sole discretion and the Company shall not be obligated to
proceed with the merger, although the Company may elect to do so.
The obligation of the Company to fully fund
the Bridge Loan and to complete other obligations required under the MOU is subject to completion of a due diligence review of
Alltemp, its assets and business. Upon satisfactory completion of the Company’s due diligence investigation, the Parties
will collaboratively act to adopt and execute a Plan of Merger for the two corporate entities.
CSES Group has developed a proprietary refrigerant technology after
years of research and development called alltemp®. alltemp® is a proven replacement for many worldwide refrigerants that
have detrimentally affected the global environment. CSES Group’s alltemp® refrigerants are environmentally friendly,
sustainable and cost-efficient energy solutions for the residential and commercial marketplace. alltemp® refrigerants have
broad applications ranging from Heating Ventilation and Air Conditioning (“HVAC”), refrigeration, and foam insulation
to industrial solvents. alltemp® is the ideal solution for replacement of HCFC-22, better known as R-22, which is the world’s
most commonly used refrigerant, R-410a, R-134a and R-404a. R-22 is rapidly being phased out in all developed countries due to
environmental concerns over its strong effect on the depletion of the Earth’s ozone layer.
The
foregoing description of the MOU does not purport to be complete and is qualified in its entirety by reference to the complete
text of the MOU, which is filed as Exhibit 99.1 to this Current Report and incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
Exhibit
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Number
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Description
of Exhibit
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99.1
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Binding
Memorandum of Understanding, dated September 20, 2016
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Source
Financial, Inc.
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Date:
October 6, 2016
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By:
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/s/
Edward C. DeFeudis
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Name:
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Edward
C. DeFeudis
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Title:
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Chief
Executive Officer
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3
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