Current Report Filing (8-k)
March 09 2018 - 07:40AM
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: March 8, 2018
Tempus Applied Solutions Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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333-201424
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47-2599251
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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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471 McLaws Cir.
Williamsburg, Virginia
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23185
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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:
(757) 875-7779
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 (§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
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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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Item 1.01 Entry into a Material Definitive Agreement
On March 5, 2018, the Company entered into an addendum to the Aircraft
Purchase Agreement dated August 11, 2017, for the acquisition of six L-1011 aircraft (the “Addendum”). The principal
terms of the Addendum are summarized below:
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The Company agrees to close the acquisition and take title to the aircraft immediately;
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The seller of the aircraft agrees to pay the cost for bringing aircraft maintenance current, including arrears, and the Company
shall issue to the seller additional shares of the Company’s common stock, at a value of $0.18 per share, equal to the amount
incurred by the seller;
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After the closing, the seller will continue to pay the costs to keep the aircraft maintenance current for 90 days or until
existing claims as to title are dismissed or resolved in favor of the seller or the Company, whichever is sooner. The Company shall
reimburse the seller for such post-closing costs either in cash or by issuing additional shares of Company stock, at a value of
$0.18 per share, as the Company may decide.
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The Addendum
to Aircraft Purchase Agreement dated March 5, 2018, included as Exhibit 99.1 to this Current Report on Form 8-K is incorporated
herein by reference.
Item 2.01 Completion of
Acquisition or Disposition of Assets
The Addendum
to Aircraft Purchase Agreement dated March 5, 2018, included as Exhibit 99.1 to this Current Report on Form 8-K is incorporated
herein by reference.
Item 3.02 Unregistered
Sale of Equity Securities
In compliance with the Addendum,
the Company shall issue 833,000 shares of the Company’s common stock to the seller of the aircraft in respect of approximately
$150,000 of expenses incurred by the seller for maintenance and storage of the aircraft. The shares shall be issued to the seller
without registration under the Securities Act of 1933, as amended, pursuant to the exemption from registration under Section 4(a)(2)
of the Securities Act.
The Addendum
to Aircraft Purchase Agreement dated March 5, 2018, as Exhibit 99.1 to this Current Report on Form 8-K is incorporated herein
by reference.
Item 8.01
Other events.
The Addendum
to Aircraft Purchase Agreement dated March 5, 2018, included as Exhibit 99.1 to this Current Report on Form 8-K is incorporated
herein by reference.
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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TEMPUS APPLIED SOLUTIONS HOLDINGS, INC.
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Date: March 8, 2018
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By:
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/s/ Johan Aksel Bergendorff
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Name:
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Johan Aksel Bergendorff
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Title:
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Chief Financial Officer
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