Current Report Filing (8-k)
February 16 2018 - 5:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 16, 2018 (February 12, 2018)
SMG INDIUM RESOURCES LTD.
(Exact name of registrant as specified
in its charter)
Delaware
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000-54391
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51-0662991
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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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710 N. Post Oak Road, Suite 400
Houston, Texas
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77024
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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:
(713-821-3153)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation to 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 (17 CFR 230.405)
or Rule 12b-2 of the Exchange Act (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.
¨
On February 12,
2018, the Company’s wholly-owned subsidiary, MG Cleaners LLC (“
MG
”) entered into an Intellectual Property
Sale Agreement (“
Agreement
”) with Stephen Christian, MG’s President, for the purchase of RigHands™
an industrial strength hand cleaner product line. RigHands™ is a trademarked branded product which is focused on the oilfield
and industrial markets. MG issued a promissory note to Mr. Christian for the purchase price in the amount of $150,000. In connection
with the Agreement, Mr. Christian agreed that he shall promptly, from time to time, fully inform and disclose to MG in writing
all inventions, copyrightable material, designs, improvements and discoveries of any kind which Mr. Christian now has made, conceived
or developed (including prior to the date of this Agreement), or which Mr. Christian may later make, conceive or develop, during
the period of Mr. Christian’s employment with MG, which pertain to or relate to MG’s business or any of the work or
business carried on by MG. In addition to the foregoing, the Agreement sets forth that
all Inventions shall be the sole and exclusive property of MG, whether or not fixed in a tangible medium of expression. Mr. Christian
also assigned all rights in all Inventions and in all related patents, copyrights and trademarks, trade secrets and other proprietary
rights therein to MG. Mr. Christian further agreed that any copyrightable material shall be deemed to be “works made for
hire” and that MG shall be deemed the author of such works under the United States Copyright Act, provided that in the event
and to the extent such works are determined not to constitute “works made for hire”, Mr. Christian has irrevocably
assigned and transferred to MG all right, title and interest in such works.
A copy of the
press release issued by the Company on February 15, 2018 with respect to these matters is attached hereto as Exhibit 99.3 and incorporated
herein by reference. The information in the press release and in this Item 8.01 is “furnished” and not “filed”
for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section.
Such information may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities
Act of 1933 only if, and to the extent that, such subsequent filing specifically references such information.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(a)
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None.
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(b)
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None
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(c)
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The following documents are filed herewith as exhibits to this Form 8-K:
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: February 16, 2018
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SMG Indium Resources LTD.
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By:
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/s/ Matthew Flemming
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Name:
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Matthew Flemming
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Title:
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Chief Executive Officer and President
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