Current Report Filing (8-k)
January 02 2019 - 5:19PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 28, 2018
hopTo
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-21683
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13-3899021
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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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6
Loudon Road, Suite 200, Concord NH
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03301
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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: (800) 472-7466
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
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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[ ]
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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 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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[ ]
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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
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Entry
into a Material Definitive Agreement.
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On
December 28, 2018, the registrant entered into an agreement with an unaffiliated stockholder of the registrant to acquire 450,000
shares of the registrant’s common stock and warrants to purchase an aggregate of 48,896 shares of the registrant’s
common stock for an aggregate cash consideration of $149,668.80. A copy of the purchase agreement is filed as Exhibit 10.1 to
this report and incorporated herein by reference.
The
registrant has agreed to assign its right to purchase shares under the Purchase Agreement as follows:
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●
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330,000
shares to Novelty Capital Partners LP
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●
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120,000
shares to Thomas C. Stewart, a member of the registrant’s board of directors
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In
connection with such assignment, the board of directors of the registrant waived the provisions of the registrant’s tax
benefits protection plan to permit affiliates of Novelty Capital, LLC to own up to 19.9% of the outstanding shares of the registrant’s
voting securities.
Item
9.01
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Exhibits
and Financial Statements.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized, as of January 2, 2019.
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hopTo
Inc.
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By:
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/s/
Jonathon R. Skeels
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Name:
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Jonathon
R. Skeels
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Title:
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Chief
Executive Officer
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