Current Report Filing (8-k)
December 13 2018 - 6:06AM
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): December 12, 2018 (November 30, 2018)
AERKOMM
INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-55925
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46-3424568
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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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923
Incline Way #39, Incline Village, NV 89451
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(Address of principal
executive offices)
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(877)
742-3094
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last report.)
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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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☐
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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 or Rule
12b-2 of the Securities Exchange Act of 1934.
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
Product
Purchase Agreement with Republic Engineers Pte. Ltd.
On
November 30, 2018, Aircom Telecom LLC (“Aircom Telecom”), a Taiwanese limited liability company and a wholly owned
subsidiary of Aircom Pacific, Inc. (“Aircom”), a California corporation and a wholly-owned subsidiary of Aerkomm Inc.
(the “Company”) and Republic Engineers Pte. Ltd., a Singapore private limited company (“Republic Engineers”),
entered into a Product Purchase Agreement (the “Purchase Agreement”), pursuant to which Republic Engineers has agreed
to purchase from Aircom Telecom shipsets of the “AERKOMM®K++” system being developed by Aircom. Each shipset of
the AERKOMM®K++ system, embodied and produced by Airbus SAS, will constitute a complete in-flight entertainment and connectivity,
or IFEC, solution ready for installation on certain types of Airbus aircraft. Under the terms of the Purchase Agreement, Republic
Engineers has committed to purchase a minimum of 10 shipsets of the AERKOMM®K++ system. Republic Engineers has the option
to purchase up to 30 additional shipsets, subject to Aircom Telecom’s acceptance of the additional purchase orders. Aircom
Telecom expects to commence delivering AERKOMM®K++ system to Republic Engineers in the third quarter of 2019.
The
foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement in redacted form
1
, which is attached to this Current Report on Form 8-K as Exhibit
10.1, which exhibit is incorporated by reference into Item 1.01.
ITEM 8.01.
Other Events
On
December 11, 2018, the Company issued a press release announcing the Purchase Agreement with Republic Engineers. The press release
incorrectly refers to Republic Engineers as Republic Engineers Maldives Pvt. Ltd. The press release is attached hereto as Exhibit
99.1 and is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference into any filing under the Securities Act of 1933, or the Exchange Act, except as expressly
set forth by specific reference in any such filings.
1
Certain confidential information has been omitted from the RE Agreement and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to this omitted information.
ITEM
9.01 Financial Statement and Exhibits
(d)
Exhibits
The
following exhibits are filed herewith:
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.
Date: December 12, 2018
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AERKOMM INC.
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/s/
Jeffrey Wun
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Name: Jeffrey Wun
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Title: Chief Executive Officer
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