Current Report Filing (8-k)
March 27 2019 - 5:31PM
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
March 21, 2019
Date of Report (Date of
earliest event reported)
LIVE CURRENT MEDIA INC.
(Exact name of registrant as specified in its charter)
NEVADA
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000-29929
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88-0346310
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(State or other jurisdiction of
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(Commission File
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(IRS Employer Identification No.)
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incorporation)
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Number)
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50 West Liberty Street, Suite 880
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Reno, NV
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89501
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(Address of principal executive offices)
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(Zip Code)
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(604) 648-0515
Registrant's telephone
number, including area code
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))
ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
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On March 21, 2019, Live Current Media, Inc. (Live Current or
the Company) entered into an exclusive worldwide distribution agreement for
the eBalance microcurrent device for home-use (the Agreement) with an
arms-length party, Cell MedX Corp. (CMXC).
To secure the exclusive worldwide distribution rights, the
Company paid CMXC a one-time fee of USD$250,000, upon execution of the letter of
intent between the Company and CMXC dated for reference September 10, 2018, the
terms of which were extended on December 7, 2018.
Pursuant to the Agreement, in order to maintain its exclusive
rights, Live Current must order a minimum of 500 devices by the end of the 14
month period after the date the eBalance device receives 510k clearance from the
United States Food and Drug Administration (the FDA Clearance Date) plus an
additional 1,500 devices (2,000 devices in total) by the end of the 24 month
period after the FDA Clearance Date (such 24 month term being the Initial
Term). Following the Initial Term, the minimum fee payable to CMXC in order to
maintain its exclusive rights will be US$100,000 per month. If the Company is
not able to meet the minimum order and user fee requirements, the Company will
maintain its right to distribute the eBalance device, but those rights will no
longer be exclusive.
The Company will earn 20% of the sale price of the eBalance
device as determined by CMXC and 50% of all monthly user fees.
The foregoing descriptions of the Agreement does not purport to
be complete and is qualified in its entirety by reference to the complete text
of the Agreement, copy of which is included as an exhibit to this report. A copy
of the Companys news release regarding the above Agreement is attached as an
exhibit to this report.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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The following exhibits are provided with this Current Report:
(1)
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Filed as an exhibit to the Companys Current Report on
Form 8-K filed on September 20, 2018.
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(2)
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Filed as an exhibit to the Companys Current Report on
Form 8-K filed on December 12, 2018.
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SIGNATURE
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.
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LIVE CURRENT MEDIA, INC.
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Date: March 27, 2019
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/s/ David M. Jeffs
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By:
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Name:
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David M. Jeffs
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Title:
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Chief Executive Officer
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2
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