Current Report Filing (8-k)
May 22 2017 - 5:26PM
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):
May 15, 2017
InterCloud Systems, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-32037
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65-0963722
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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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1030 Broad Street
Suite 102
Shrewsbury, NJ
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07702
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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) 988-1988
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(Former name or former address, if changed since last report.)
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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:
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☐
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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 240.13a-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 (§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
o
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.
o
Item 1.01 Entry into a Material Definitive Agreement.
On May 15, 2017, InterCloud
Systems, Inc. (the “
Company
”) entered into and closed on an Asset Purchase Agreement (the “
Asset Purchase
Agreement
”) with Redapt SDN, LLC (“
Redapt
”), a Washington limited liability company. Pursuant to
the terms of the Asset Purchase Agreement, the Company agreed to sell, and Redapt agreed to purchase, the assets associated with
the Company’s “SDN Essentials” business (the “
Business
”), including, but not limited to,
fixed assets, real property, intellectual property and accounts receivables (collectively, the “
Assets
”). The
Business is engaged in the business of providing, inter alia, IT educational services and networking educational services under
the “SDN Essentials” brand.
The purchase price
Redapt paid for the Assets included $1,400,000 in cash. In addition, the Asset Purchase Agreement contains a working capital adjustment,
payable within 150 days of the closing.
The foregoing description
of the Asset Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to, the full text
of the Asset Purchase Agreement attached here to as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits
(d) Exhibits
SIGNATURE
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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INTERCLOUD SYSTEMS, INC.
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Date: May 22, 2017
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By:
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/s/
Daniel Sullivan
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Daniel Sullivan
Chief Accounting Officer
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3
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