Current Report Filing (8-k)
November 29 2017 - 9:24AM
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): November 29, 2017 (November 22, 2017)
AERKOMM
INC.
|
(Exact
name of registrant as specified in its charter)
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Nevada
|
|
333-192093
|
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46-3424568
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
923 Incline Way #39, Incline Village, NV 89451
(Address
of principal executive offices)
(877) 742-3094
(Registrant’s telephone number, including area code)
44043
Fremont Blvd., Fremont, CA 94538
|
(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. ☐
On
November 22, 2017, the Board of Directors of Aerkomm Inc. (the “
Company
”) ratified the Company’s entering
into a consulting agreement dated November 15, 2017 (the “
Agreement
”) with Integra Consulting Group LLC (“
Integra
”).
Pursuant to the terms of the Agreement, Integra will provide certain investor relations services to the Company for an initial
period of six months. As partial consideration for Integra’s services, the Company has agreed to issue to Integra 100,000
restricted shares of its common stock, $0.001 par value per share (the “
Common Stock
”). If the Company decides
to extend the term of the Agreement for an additional six months, the Company will issue an additional 50,000 restricted shares
of the Common Stock to Integra. The Company has also agreed to pay Integra a cash fee of $12,500 per month for the duration of
the six-month term of the Agreement and for an additional six months if the term of the Agreement is extended.
The
shares of Common Stock to be issued to Integra under the Agreement will be issued pursuant to an exemption from the registration
provisions of the Securities Act of 1933, as amended (the “
Act
”), provided by Section 4(a)(2) of the Act. Integra
has represented to the Company that it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D promulgated under the Act and that it will be acquiring the Common Stock for its own account, for long term investment and not
with a view toward resale or distribution, except in accordance with applicable securities laws.
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.
Date:
November 29, 2017
|
AERKOMM
INC.
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|
|
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/s/
Y. Tristan Kuo
|
|
Name: Y.
Tristan Kuo
|
|
Title: Chief
Financial Officer
|
3
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