Current Report Filing (8-k)
October 04 2017 - 3:01PM
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 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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☐
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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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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 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.
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
5.02 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 4, 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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