Current Report Filing (8-k)
June 26 2018 - 4:39PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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): June 18, 2018
SPYR, INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
|
Commission File Number
33-20111
|
75-2636283
(I.R.S. Employer
Identification
Number)
|
(Address of Principal Executive Offices and
Zip Code)
4643 South Ulster Street, Suite 1510
Regency Plaza
Denver Colorado 80237
(303) 991-8000
(Issuer's telephone number)
(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:
¨
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 (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.
☐
Section 8 – Other Events
Item 8.01
Other Events.
On June 18, 2018 the Company
was named as a defendant in a case filed in the United States District Court for the Southern District of New York:
Securities and Exchange Commission vs. Joseph A. Fiore, Berkshire Capital Management Co., Inc., and Eat at Joe’s, Ltd.
n/k/a SPYR, Inc. Joseph A. Fiore is the Chairman of our Board of Directors and a significant shareholder. The suit alleges
that Mr. Fiore, during 2013 and 2014, while he was the Company’s Chief Executive Officer, Chief Financial Officer and
Chairman of the Board of Directors, engaged in improper conduct on behalf of the defendants named in the case related to the
Company’s sales of securities in Plandai Biotechnology, Inc. The Commission alleges that Mr. Fiore and the Company
unlawfully benefited through the sales of those securities. The Commission also alleges that from 2013 to 2014, the
Company’s primary business was investing and that it failed to register as an investment company, resulting in an
alleged violation of Section 7(a) of the Investment Company Act of 1940. The suit seeks to disgorge Joseph A. Fiore,
Berkshire Capital Management Co., Inc., and the Company of alleged profits on the sale of the securities and civil fines
related to the Company’s failure to register as an investment company with the Commission.
The Company vehemently denies any
wrongdoing. The allegations demonstrate a fundamental misunderstanding of existing precedent and a mischaracterization of
the facts and transactions at issue, which were not violative of any securities laws, rules or regulations. The Company will answer
these allegations in court.
The Company is being represented
by Alex Spiro, Esq., a partner with the firm of Quinn Emmanuel, Urquhart & Sullivan, LLP and Marc S. Gottlieb, Esq., a partner
with the firm of Ortoli Rosenstadt LLP.
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.
SPYR, INC. (Registrant)
Date June 26, 2018
By:
/s/
James R. Thompson
Chief Executive Officer
President
SPYR (PK) (USOTC:SPYR)
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