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 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))

  


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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:

 

Exhibit No.   Exhibit Title  

Filed Herewith

20.1   Settlement Agreement   X

  


[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.

 

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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

 

 

 

 

 

 

 

 

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