Current Report Filing (8-k)
February 04 2019 - 6:16AM
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)
February 1, 2019
ICOX
INNOVATIONS INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55049
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27-3098487
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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4101
Redwood Ave., Building F, Los Angeles, CA 90066
(Address of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code:
424.570.9446
Not
applicable
(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 (§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 Definitive Agreement
On
February 1, 2019, we, through our wholly-owned subsidiary, ICOx USA, Inc. (
“ICOx USA”
), entered into a master
services agreement dated effective January 21, 2019 with FreedomCoin, LLC to develop a stable coin cryptocurrency named FreedomCoin
to be used as a currency for purchasing goods and services.
Under
the terms of the master services agreement, ICOx USA initially agreed to provide the services relating to the development of a
stable coin cryptocurrency named FreedomCoin. The fee for these services will be provided at ICOx USA’s cost plus approved
expenses, and delivered via approved vendors and within written quarterly budgets approved in advance by FreedomCoin, LLC, up
to a maximum of US$2,000,000. In addition, FreedomCoin, LLC agreed that it will be responsible for paying all expenses charged
by third parties to ICOx USA or FreedomCoin, LLC relating to the master services agreement.
In
addition, the parties agreed that FreedomCoin, LLC will initially have a board of five directors or managers, as applicable, three
of which will be appointed by FreedomCoin, LLC and two of which will be appointed by ICOx USA. In addition, the parties agreed
that FreedomCoin, LLC will issue warrants to ICOx USA allowing it to acquire up to 20% of ownership of FreedomCoin, LLC for total
consideration of US$1, which warrants may be exercised by ICOx USA at any time in the future.
Either
ICOx USA or FreedomCoin, LLC may terminate the master services agreement or any statement of work to be negotiated by the parties
upon the provision of 30 days written notice to the other party, upon receipt of which, the non-terminating party may elect to
immediately terminate the master services agreement or applicable statement of work. Upon such termination, ICOx USA will be entitled
to no further compensation except for (i) any fees earned and out-of-pocket expenses incurred prior to the termination and (ii)
any other amounts or consideration as set forth in any statement of work which are to be paid upon or regardless of such termination.
Item
9.01 Financial Statements and 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.
ICOX
INNOVATIONS INC.
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/s/
Bruce Elliott
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Bruce
Elliott
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President
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February
4, 2019
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