Current Report Filing (8-k)
October 27 2017 - 6:07AM
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 and Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 25, 2017
AMBICOM
HOLDINGS, INC
(Exact
name of registrant as specified in its charter)
Nevada
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000-54608
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26-2964607
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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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877
Cedar Street,
Suite
150
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Santa
Cruz, CA
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95060
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(Address
of principal executive offices)
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(Zip
Code)
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408-479-8802
(Registrant’s
telephone number, including area code)
39440
Civic Center Drive
#
213
Freemont,
CA 94538
(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 (see General Instruction A.2. below):
[ ]
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))
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 [X]
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. [ ]
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise
include the words “believes,” “expects,” “anticipates,” “intends,” “projects,”
“estimates,” “plans,” “may increase,” “forecast” and similar expressions or future
or conditional verbs such as “will,” “should,” “would,” “may” and “could”
are generally forward-looking in nature and not historical facts. Forward-looking statements are based on management’s current
expectations or beliefs about the Company’s future, expectations and objectives. These forward-looking statements are not
historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from those
projected in these forward-looking statements including, the general economic climate; the supply of and demand for software interest
rate levels; the availability of financing; and other risks associated with licensing software, including risks that the licensee
will not pay its royalties, or the costs may be greater than anticipated and other risk factors that may be described from time
to time in the Company’s filings with the Securities and Exchange Commission. Readers of this release are cautioned not
to place undue reliance on forward-looking statements contained herein, which speak only as of the date stated, or if no date
is stated, as of the date of this Current Report. The Company undertakes no obligation to publicly update or revise the forward-looking
statements contained herein to reflect changed events or circumstances after the date of this release, unless required by law.
Item
1.01 Entry into a Material Definitive Agreement.
On
September 25, 2017, the Company entered into an asset purchase agreement (the “Agreement”) with Voosh, LLC, a California
limited liability company (“Voosh”), pursuant to which the Company agreed to purchase all of Voosh’s assets
for (i) the sum of one hundred thousand dollars ($100,000.00), and (ii) commencing with the fiscal quarter ending December 31,
2017, a quarterly royalty payment based upon the net revenues received by the Company attributable to the exploitation of the
Assets subject to the Asset Purchase Agreement and of the Company’s business in the Enterprise and SMB Market (“Voosh
Net Revenues”) during the immediately preceding fiscal quarter of the Company in an amount equal to (x) 40% of Voosh Net
Revenues as determined by the Board of Directors of the Company (a “Voosh Royalty Payment”), to be due and payable
on the thirtieth (30th) day to occur after the close of the applicable fiscal quarter for which such Voosh Royalty Payment was
calculated, however, at the election of the Company’s Board of Directors the royalty payment percentage may be reduced with
the payment of Common Stock of the Company such that the percentage is reduced by 4% for each 100,000,000 shares of the Company
issued to Voosh LLC (the “Transaction”). Upon the closing of the Transaction, the Company will not assume any liabilities
of Voosh. VXM’s assets consist of performance management software for the optimization of information technology and server
virtualization and related contracts in the Enterprise and SMB Market.
The
Agreement contains standard representations and warranties related to each party and the assets being purchased, and may be terminated
prior to the Closing Date by (i) written agreement of both parties; (ii) the non-breaching party if there has been a material
breach of any representation, warranty or covenant made by a breaching party; or (iii) the Company upon the occurrence of an event
which constitutes a Material Adverse Effect (as that term is defined in the Agreement).
On
September 29, 2017 the Company consummated the closing of the Transaction.
The
foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
September 25, 2017, Alain Lewand resigned as the Chief Executive Officer and member of the Board of Directors of the Company
In
connection with the Transaction, Kevin Cornell, a member of the Company’s Board of Directors, was retained as Chief Executive
Officer of the Company, Marvin J. Miller Jr., a member of the Board of Directors of the Company, was retained as the General Counsel
and Chief Executive Officer of the Company, and Paul McGee was retained as the Director of Technical Marketing of the Company.
Mr.
Cornell will receive cash compensation of $10,000 per month during his contract term, which expire on July 31, 2018 unless extended.
Mr.
Miller will receive cash compensation of $7,500 per month and a stock award of $2,500 per month priced as of the close of the
first trading day of each month during his contract term, which expire on July 31, 2018 unless extended. Mr. Miller, so long as
he remains with the Company, will also receive an incentive signing bonus of 100,000,000 shares of the Company’s common
stock that will vest in equal amounts over the first twenty-four months of his employment.
Paul
McGee, 58, was previously the Director of Technical Sales at Voosh. Previous to joining Voosh, Mr. McGee has been Vice President
of Sales, Marketing & Operations for dBase LLC since April 2012, OEM/Partner Sales and Technical Management for GoldenWare
Travel Technologies from, September 2011 to April 2012, and its Account Manager from April to September 2011, a Consultant with
Radvision from April 2006 through October 2009.
Mr.
McGee will receive cash compensation of $5,000 per month during his contract term, which expire on July 31, 2018 unless extended.
Voosh,
LLC, of which Mr. Cornell is CEO, owns 17.26% of the Company’s issued and outstanding common stock. Voosh is 60% owned by
the Cornell Family Trust and 40% owned by Swoosh, LLC. Mr. Cornell is a Trustee of the Cornell Family Trust, which owns 22.86%
of the Company’s issued and outstanding common stock. Voosh, LLC and the Cornell Family Trust collectively own 40.12% of
the Company’s issued and outstanding common stock, which provides the Cornell Family Trust and Voosh with the majority control
of the Company. There is no arrangement or understanding among members of both Voosh, LLC and the Cornell Family Trust and their
associates with respect to the election of directors or other matters.
Section
9 - Financial Statements and Exhibits
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 hereunto duly authorized.
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AMBICOM
HOLDINGS, INC.
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Dated:
October 26, 2017
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By:
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/s/
Kevin Cornell
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Name
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:
Kevin Cornell
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX