Current Report Filing (8-k)
December 20 2018 - 11:52AM
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 13, 2018
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Point Capital, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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814-01038
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27-3046338
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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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1086 Teaneck Road
Suite 3A
Teaneck, NJ 07666
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(Address of principal executive offices)
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Registrant’s telephone number, including
area code
(201) 408-5126
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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
(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 ☐
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 Agreement.
On November 5, 2018, Point Capital, Inc. (the
“Company”) entered into 14 separate Return to Treasury Agreements, whereby Darlene Gaudios, holding 100,000 shares
of common stock of the Company, Richard W. Hunt, holding 200,000 shares of common stock of the Company, Barbara Mittman, holding
1,378,404 shares of common stock of the Company, Whalehaven Capital Fund Limited, holding 17,839,059 shares of common stock of
the Company, Tara Best, holding 25,000 shares of common stock of the Company, William R Hunt, holding 200,000 shares of common
stock of the Company, Mario Marsillo Jr., holding 2,600,620 shares of common stock of the Company, Richard A Brand, holding 2,042,080
shares of common stock of the Company, Chi Squared Capital Inc. holding 2,053,120 shares of common stock of the Company, Vincent
Labarbara, holding 2,600,620 shares of common stock of the Company, Momona Capital LLC, holding 1,500,000 shares of common stock
of the Company, Network 1 Financial Group, holding 306,313 shares of common stock of the Company, Osher Capital Inc., holding 1,500,000
shares of common stock of the Company, and Alpha Capital Anstalt, holding 3,060,057 shares of common stock of the Company agreed
to return their a portion of their respective holdings to treasury in exchange for certain consideration as described below. As
a result, the Company the total issued and outstanding number of shares of common stock of the Company would be reduced by 28,726,901.
The transaction described herein closed on December 13, 2018.
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Shareholder
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Number of Shares Held
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Number of Shares Cancelled
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Consideration
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Darlene Gaudios
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100,000
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80,000
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$
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8.00
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Richard W. Hunt
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200,000
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160,000
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$
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16.00
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Barbara Mittman
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1,378,404
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1,102,723
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$
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110.27
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Whalehaven Capital Fund Ltd.
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17,839,059
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14,673,930
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$
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1,467.39
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Tara Best
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25,000
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20,000
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$
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2.00
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William R. Hunt
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200,000
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160,000
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$
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16.00
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Mario Marsillo Jr.
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2,600,620
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2,080,496
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$
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208.05
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Richard A. Brand
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2,042,080
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1,633,664
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$
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163.37
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Chi Squared Capital Inc.
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2,053,120
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1,642,496
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$
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164.25
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Vincent Labarbara
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2,600,620
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2,080,496
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$
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208.05
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Momona Capital LLC
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1,500,000
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1,200,000
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$
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120.00
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Network 1 Financial Group
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306,313
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245,050
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$
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24.51
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Osher Capital Inc.
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1,500,000
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1,200,000
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$
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120.00
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Alpha Capital Anstalt
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3,060,057
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2,448,046
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$
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244.80
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Total
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35,402,273
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28,726,901
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$
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2,872.69
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Item 2.01 Completion of Acquisition or Disposition
of Assets.
On September 28, 2018, Point Capital, Inc.
(the “Company”) entered into an Asset Purchase with Blind Faith Concepts Holdings, Inc. whereby the Company acquired
three trademarks related to the NFID brand, the web domain www.nfid.com, and assumption of Brand Ambassador Agreement in exchange
for 2,000,000 shares of common capital stock of the Company. NFID is a unisex footwear brand that we now be sold under the banner.
Management will need to continue R&D and product development to fully launch the product, but in no way is the Company ceasing
operations.
This item serves to correct the Form 8-K filed
on September 28, 2018 which incorrectly identified the seller as Blind Faith Concepts, Inc, a New York corporation.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
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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Point Capital, Inc.
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(Registrant)
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Date:
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December 20, 2018
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By:
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/s/ Eric Weisblum
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Name:
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Eric Weisblum
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Title:
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Chief Executive Officer
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