Amended Current Report Filing (8-k/a)
October 13 2017 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K/A
(Amendment No. 1)
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 28, 2017
MedeFile
International, Inc.
(Exact Name of Registrant as Specified in
Charter)
Nevada
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033-25126 D
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85-0368333
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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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301 Yamato Road
Suite 1200
Boca Raton, FL
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33431
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (561) 912-3393
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(Former name or former address, if changed since last report)
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Copies to:
Jeff Cahlon, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37
th
Floor
New York, New York 10036
Telephone: (212) 930-9700
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
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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.
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Explanatory
Note
This amendment No. 1 to Form 8-K amends and restates the
Form 8-K filed by MedeFile International, Inc. on October 4, 2017.
Item 1.01 Entry into a Material Definitive Agreement.
On September 29, 2017, MedeFile International,
Inc. (the “Company”) entered into and closed an asset purchase agreement (the “Asset Purchase Agreement”)
with The Vantage Group Ltd. (“Vantage”). Pursuant to the Asset Purchase Agreement, the Company purchased from Vantage
a software application referred to as Dino Might and related intellectual property (the “Dino Might Asset”). As consideration
for the purchase, the Company issued to Vantage 7,000 shares of newly created Series C Preferred Stock and granted to Vantage a
revenue sharing interest in the Dino Might Asset pursuant to which the Company will pay to Vantage, for the Company’s 2017
fiscal year and the following nine years, 30% of the revenue generated by the Dino Might Asset.
Vantage is owned by Lyle Hauser, the Company’s largest
stockholder. Mr. Hauser has been the Company’s largest stockholder since 2005. His voting power and beneficial ownership
of the Company has fluctuated since that time at various levels above and below 50%. As a result of the closing of the Asset Purchase
Agreement, Mr. Hauser’s total voting power in the Company increased from approximately 25% to 78%.
In connection with the Asset Purchase Agreement,
on September 29, 2017, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of
Nevada (the “Series C Certificate of Designation”), pursuant to which the Company designated 7,000 shares of preferred
stock as Series C Preferred Stock. The Series C Preferred Stock is convertible into common stock at a conversion ratio determined
by dividing the Series C Original Issue Price of $100 per share by the conversion price of $0.01 (such that each share of Series
C Preferred Stock is convertible into 10,000 shares of common stock). The Series C Preferred Stock will vote on an as-converted
basis with the common stock, and in the event any dividends are paid on the common stock, the Series C Preferred Stock will be
entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation)
occurs, the Company will pay to the holders of Series C Preferred Stock $30,000 for every $120,000 received from such Distribution
Event, and the number of outstanding shares of Series C Preferred Stock will be reduced by an amount determined by dividing the
amount of such payment by the Series C Original Issue Price. A Distribution Event is defined as the receipt by the Company of $120,000
in proceeds from a financing not involving any holder of Series C Preferred Stock, or any fiscal period in which the Company generated
gross profits of $120,000 or more.
In connection with the foregoing, the Company
relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions
not involving a public offering.
The foregoing descriptions of the Asset
Purchase Agreement and the Series C Certificate of Designation do not purport to be complete and are qualified in their entirety
by reference to the complete text of the foregoing documents, which are filed as exhibits hereto, and are incorporated herein by
this reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided in response to
Item 1.01 of this report is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity
Securities.
The information provided in response to
Item 1.01 of this report is incorporated by reference into this Item 3.02.
Item 5.01 Changes in Control of Registrant.
The information provided in response to
Item 1.01 of this report is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2017, Frank Jakovac resigned
from the Company’s board of directors. Mr. Jakovac’s resignation was not because of a disagreement with the Company
on any matter relating to the Company’s operations, policies or practices.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The information provided in response to Item 1.01 of this report
is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 3, 2017, shareholders of the
Company, owning an aggregate of 7,000 shares of Series C Preferred Stock and 7,316,793 shares of common stock, representing in
the aggregate 78% of the total voting power of the Company’s shareholders, approved by written consent an amendment to the
Company’s articles of incorporation, to (i) change the name of the Company to Tech Town Holdings Inc., and (ii) effect a
1-for-200 reverse split of the Company’s common stock.
The Company intends to file the certificate
of amendment with the Secretary of State of Nevada after the Company completes the process of notifying FINRA of the corporate
action.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
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
thereunto duly authorized.
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MEDEFILE INTERNATIONAL, INC.
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Date: October 12, 2017
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By:
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/s/ Niquana Noel
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Name: Niquana Noel
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Title: Chief Executive Officer
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