Current Report Filing (8-k)

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): April 25, 2017

InterCloud Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-32037		65-0963722
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1030 Broad Street

Suite 102

Shrewsbury, NJ

07702

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (561) 988-1988

(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 240.13a-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 April 25, 2017, InterCloud Systems, Inc. (the “ Company ”) entered into and closed on an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with Mantra Venture Group Ltd. (“ Mantra ”), a British Columbia corporation. Pursuant to the terms of the Asset Purchase Agreement, the Company agreed to sell, and Mantra agreed to purchase, 80.1% of the assets associated with the Company’s “AW Solutions” business (the “ Business ”), including, but not limited to, fixed assets, real property, intellectual property and accounts receivables (collectively, the “ Assets ”).

The purchase price Mantra paid for the Assets included the assumption of certain liabilities and contracts associated with the Business, the issuance to the Company of a one-year convertible promissory note in the aggregate principal amount of $2,000,000, which accrues interest at a rate of 8% per annum, and a potential earn-out after six months in an amount equal to the lesser of (i) three times EBITDA (as defined in the Asset Purchase Agreement) of the Business for the six-month period immediately following the closing and (ii) $1,500,000. In addition, the Asset Purchase Agreement contains a working capital adjustment.

The foregoing description of the Asset Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement attached here to as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

10.1		Asset Purchase Agreement, dated as of April 25, 2017, by and among the Company and Mantra Venture Group Ltd.

SIGNATURE

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 hereunto duly authorized.