Current Report Filing (8-k)
September 12 2019 - 5:18PM
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): September
11, 2019
Jerrick Media Holdings, Inc.
(Exact name of registrant as specified in
its charter)
|
Nevada
|
|
000-51872
|
|
87-0645394
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
2050 Center Avenue, Suite 640
Fort Lee, NJ 07024
(Address of principal executive offices)
(201) 258-3770
(Registrant’s telephone number, including
area code)
(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))
|
Securities registered pursuant to Section
12(b) of the Act: None.
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
|
|
|
|
|
Item 2.01
|
Completion of Acquisition or Disposition of Assets
|
On September 11, 2019, Jerrick Media Holdings,
Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”)
by and between the Company and Home Revolution, LLC, a Delaware limited liability company (the “Seller”).
Pursuant to the Purchase Agreement, subject
to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”),
the Company acquired 100% of the membership interests (the “Membership Interest”) of Seller’s Choice,
LLC, a New Jersey limited liability company and wholly-owned subsidiary of the Seller (“Seller’s Choice”).
As a result of the transactions contemplated by the Purchase Agreement, Seller’s Choice became a wholly-owned subsidiary
of the Company.
At the Closing, the aggregate consideration
(the “Consideration”) paid to the Seller was as follows: (i) $340,000, in cash; (ii) 333,334 shares of the Company’s
common stock, par value $0.001 per share (the “Shares”); and (iii) a secured promissory note in the principal
amount of $660,000 (the “Note”). In connection with the Note, the Company, Seller, and Seller’s Choice
entered into a Security Agreement (the “Security Agreement”) whereby the Note is secured by the assets of Seller’s
Choice.
The Purchase Agreement contains customary
representations and warranties by each of the Company, Seller, and Seller’s Choice. The Note carries interest at a rate
of nine and one-half percent (9.5%) per annum, payable monthly and matures on the earlier of March 11, 2020 or the listing of the
Company’s common stock on a national securities exchange.
The foregoing descriptions of the Purchase
Agreement, the Note, and the Security Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of the Purchase Agreement, the Note, and the Security Agreement, which are attached as exhibits to this Current
Report on Form 8-K, and are incorporated herein by reference.
|
Item 7.01
|
Regulation FD Disclosure
|
On September 12,
2019, the Company issued a press release announcing the Company’s acquisition of Seller’s Choice.
A copy of the
press release is filed as Exhibit 99.1 to, and incorporated by reference in, this Current Report on Form 8-K. The information in
this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this
Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to
the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
|
Item 9.01.
|
Financial Statements and Exhibits
|
(a) Financial Statements of
Businesses Acquired. As a result of its acquisition of Seller’s Choice as described in Item 2.01, the registrant is
filing herewith Seller’s Choice’s audited financial statements as of December 31, 2018, and 2017 (then a Division
of Home Revolution, LLC) as Exhibit 99.2 to this Current Report on Form 8-K.
(b) Pro forma financial information.
The Company will file pro forma financial information as required by Item 9.01 no later than 71 days after the date that
this Current Report on Form 8-K was required to be filed.
(d) 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.
|
|
JERRICK MEDIA HOLDINGS, INC.
|
|
|
|
|
|
Dated: September 12, 2019
|
By:
|
/s/ Jeremy Frommer
|
|
|
|
Jeremy Frommer
Chief Executive Officer
|
2