Current Report Filing (8-k)
April 16 2020 - 04:00PM
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
April 15, 2020
Date of Report (Date of earliest event reported)
MCORPCX, INC.
(Exact name of registrant as specified in its charter)
California
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000-54918
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26-0030631
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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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201 Spear Street, Suite 1100, San Francisco,
California
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94105
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(Address of principal executive offices)
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(Zip Code)
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415-526-2655
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report)
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:
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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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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 |
None |
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N/A |
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N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2). 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
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Entry into a Material Definitive Agreement
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On April 15, 2020, McorpCX, Inc., a California corporation (the
"Company") entered into a definitive purchase agreement (the
“Purchase Agreement”) to sell all of the membership
interests in its wholly-owned subsidiary, McorpCX, LLC, to mfifty,
LLC, a California limited liability company controlled by Michael
Hinshaw, the current President of McorpCX, LLC (the
“Purchaser”). Since the Company’s professional and related
consulting services business, which currently constitutes
substantially all of the Company’s operations, is conducted through
McorpCX, LLC, the sale of McorpCX, LLC constitutes the sale of
substantially all of the Company’s assets under the California
Corporations Code, and as such, the Company will be seeking
stockholder approval of the Purchase Agreement.
The Purchase Agreement provides that as consideration for the sale
of McorpCX, LLC, the Company will receive a total of $352,000, in
cash consisting of $100,000 received upon the signing of the
Purchase Agreement and $252,000 to be received at the closing of
the transaction along with a $756,000 promissory note.
The sale of McorpCX, LLC is subject to the approval of the Purchase
Agreement by the majority of the outstanding shares of the Company
held by disinterested shareholders, the approval of the TSX Venture
Exchange, the sale of all of the Company’s shares of common stock
currently owed by Mr. Hinshaw to third parties on terms reasonably
satisfactory to the Company, and the satisfaction of customary
closing conditions. Further, in addition to customary
indemnification protections to both parties, the Purchaser has also
agreed to indemnify the Company from any liability arising from or
related to the conduct of the business of McorpCX, LLC prior to the
closing of the transactions contemplated in the Purchase Agreement,
excluding any liability related to conduct that was explicitly
approved by the Company’s board of directors or any Undisclosed
Liability (as defined in the Purchase Agreement).
The foregoing description contains only a summary of certain terms
of the Purchase Agreement and the transactions contemplated thereby
and is qualified in its entirety by reference to the full text of
the Purchase Agreement, which is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
On April 16, 2020, the Company issued a press release announcing
the execution of the Purchase Agreement. A copy of that press
release is attached hereto as Exhibit 99.1.
-2-
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may
constitute "forward-looking statements" within the meaning of the
United States securities laws and applicable Canadian securities
legislation. These statements are, in effect, management's attempt
to predict future events, and thus are subject to various risks and
uncertainties. Readers should not place undue reliance on
forward-looking statements, which reflect management's views only
as of the date hereof. All statements, other than statements of
historical fact, regarding our financial position, business
strategy and management's plans and objectives for future
operations are forward-looking statements. When used in this
Current Report on Form 8-K, the words "anticipate," "believe,"
"estimate," "expect," and "intend" and words or phrases of similar
meaning, as they relate to the Company and its management are
intended to help identify forward-looking statements. Although we
believe that management's expectations as reflected in
forward-looking statements are reasonable, we cannot assure readers
that those expectations will prove to be correct. Forward-looking
statements include, but are not limited to, statements relating to
the Company’s plan to complete the sale of McorpCX, LLC pursuant to
the terms of the Purchase Agreement. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause the Company's actual results to be
materially different from any future results expressed or implied
by these statements. Such factors, risks, uncertainties and
assumptions include, but are not limited to the following: the
Company’s ability to complete the sale of McorpCX, LLC on the
anticipated terms and timetable; the possibility that various
closing conditions for the proposed sale may not be satisfied or
waived; the Company’s ability to obtain requisite stockholder
approval for the sale of McorpCX, LLC; the Company’s ability to
obtain TSX-V approval for the sale of McorpCX, LLC; the Company’s
ability to achieve anticipated benefits from the proposed sale of
McorpCX, LLC and operate successfully as a company focused on
software development and technology services; global economic
fluctuations, including the economic effects of the Coronavirus
Pandemic; the Company’s ability to successfully achieve its
strategic initiatives; competition in the Company’s markets; the
negative cash flows and operating losses that may recur in the
future; the Company’s ability to attract and retain highly skilled
professionals; and the Company’s ability to maintain costs at an
acceptable level. In light of these and other uncertainties,
including the Company’s risk factors contained in the Company’s
filings with the United States Securities and Exchange Commission,
the forward-looking statements included in this Current Report on
Form 8-K should not be regarded as a representation by the Company
that its plans and objectives will be achieved. These
forward-looking statements speak only as of the date of this
Current Report on Form 8-K, and the Company undertakes no
obligation to update or revise the statements.
Important Additional Information and Where to Find It
This Current Report on Form 8-K does not constitute a solicitation
of a vote or proxy. In connection with the proposed sale of
McorpCX, LLC, the Company intends to file relevant materials with
the United States Securities and Exchange Commission (the
“SEC”), including a proxy statement. INVESTORS ARE
URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE PROPOSED TRANSACTION. The proxy statement
and certain other relevant materials (when they become available)
and other documents filed by the Company with the SEC may be
obtained free of charge at the SEC’s website at http://www.sec.gov.
In addition, investors may obtain copies of these documents (when
they become available) free of charge by written request to
McorpCX, Inc., 201 Spear Street, Suite 1100 San Francisco, CA 94105
or by calling (415) 526-2655.
-3-
Participants in the Solicitation
The Company and its executive officers and directors may be deemed
to be participants in the solicitation of proxies in connection
with the proposed transaction. Information about the executive
officers and directors of the Company, and the number of shares of
the Company’s common stock beneficially owned by such persons, is
set forth in the Company’s Annual Report on Form 10-K for the
period ended December 31, 2019, filed with the SEC on March 27,
2020. Additional information regarding the direct and indirect
interests of the Company and its executive officers and directors
in the transaction can be obtained by reading the proxy statement
regarding the transaction when it becomes available.
-4-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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MCORPCX, INC.
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Date:
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April 16, 2020
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By:
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/s/ Matthew Kruchko
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Name:
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Matthew Kruchko
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Title:
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Chief Executive Officer
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-5-
Exhibit Index
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Exhibit No.
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Description
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10.1
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Unit Purchase Agreement dated April 15, 2020,among McorpCX, Inc.
and mfifty, LLC
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99.1
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Press Release dated April 16, 2020
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-6-
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