Current Report Filing (8-k)
April 27 2020 - 4:19PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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): April 14, 2020
SPYR, INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
|
Commission File Number
33-20111
|
75-2636283
(I.R.S. Employer
Identification
Number)
|
(Address of Principal Executive Offices and
Zip Code)
4643 South Ulster Street, Suite 1510
Regency Plaza
Denver Colorado 80237
(303) 991-8000
(Issuer's telephone number)
(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2).
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. ☐
Section 8 - Other Events
Item 8.01 Other Events.
Pursuant to a settlement agreement among the
parties, on April 14, 2020, final judgment was entered in the case: Securities and Exchange Commission vs. Joseph A. Fiore,
Berkshire Capital Management, Inc. and Eat at Joes, Inc., n/k/a SPYR, Inc., case number 7:18-cv-05474-KMK filed in the
U.S. District Court for the Southern District of New York.
In electing to settle with the Commission,
the Company neither admitted nor denied liability to any of the Commission’s allegations in its complaint, and in consideration
for the Commission discontinuing its action, the Company, along with the two other defendants Joseph Fiore and Berkshire Capital
Management agreed to be jointly and severally liable for disgorgement of profits and prejudgment interest in the amount of two
million dollars, and to be solely liable to pay a civil penalty in the amount of five hundred thousand dollars.[1]
On April 23, 2020, Joseph Fiore/Berkshire Capital
Management, Inc. satisfied the Company’s joint and several liability obligation by paying to the Commission the agreed upon
sum of Two Million Dollars pursuant to a settlement agreement between Joseph Fiore/Berkshire Capital Management, Inc. and the Company,
which settlement agreement was entered into on April 15, 2020. The Company has until April 14, 2021 to satisfy its remaining financial
obligation to the Commission, an agreed upon civil penalty of Five Hundred Thousand Dollars ($500,000.00). The $500,000 liability
has already been accrued and reported in the Company’s form 10K for the year ended December 31, 2019.
For additional information, the Company directs
the public to the SEC’s litigation release regarding the settlement and entry of final judgment, which is available at: https://www.sec.gov/litigation/litreleases/2020/lr24795.htm
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit Index:
[1] In addition,
an injunction was entered against the Company enjoined it from violating the antifraud, market manipulation, beneficial ownership
reporting, and other provisions of the federal securities laws charged in the SEC’s complaint.
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.
SPYR, INC. (Registrant)
Date April 27, 2020
By:/s/ James R. Thompson
Chief Executive Officer &
President
SPYR (PK) (USOTC:SPYR)
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