Sigma Labs Inc (SASI)

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ITEM 1.01 Entry Into a Material Definitive Agreement.

On June 29, 2015, Sigma Labs, Inc. ("Sigma," “we,” “us,” “our” or the “Company”), entered into an Operating Agreement (the “Operating Agreement”) and Statement of Work (the "Statement of Work") with Arete Innovative Solutions LLC (“Arete”). The Operating Agreement and Statement of Work govern the operations of Arete-Sigma LLC (the “Joint Venture”), a joint venture formed by us and Arete for the purpose of pursuing business opportunities related to additive manufacturing utilizing our Electro Optical Systems GmbH M290 DMLS® (Direct Metal Laser Sintering) metal printer or like machines (the "Equipment"), including enabling and implementing sales and manufacturing transactions (the “Joint Venture Business”).

The Operating Agreement and the Statement of Work are the Joint Venture’s primary operating documents and contain the understandings and agreements of the parties regarding the governance and operations of the Joint Venture Business.

Under the Operating Agreement, each of Sigma and Arete hold a 50% ownership interest in the Joint Venture, have contributed an equal amount of cash to the Joint Venture as a capital contribution, and have granted to the other party a limited, royalty-free, nonexclusive, non-transferable license (that willl automatically terminate upon the termination of the Operating Agreement or dissolution of the Joint Venture), under any rights owned by such party, to use such party's intellectual property only to the extent necessary for the other party to perform its obligations under the Operating Agreement and any statement of work of the Joint Venture.

Sigma and Arete have agreed to provide the Joint Venture with certain products and services pursuant to the terms of one or more statements of work among Sigma, Arete and the Joint Venture. Pursuant to the Operating Agreement and the Statement of Work, among other things:
• The Joint Venture will be managed by William F. Herman, President of Arete, subject to certain limitations set forth in the Operating Agreement and the Statement of Work;

• Sigma and Arete must submit a bid to the other party to provide work under any contract between the Joint Venture and a customer of the Joint Venture, followed by a separate statement of work between Sigma and Arete which will set forth, among other things, the scope of the work to be provided by the Joint Venture, the compensation to be paid and other applicable terms and conditions, including any criteria and procedures for acceptance of the work;

• Sigma will provide (i) on-site technicians and manufacturing and engineering personnel, (ii) administrative support for purchasing materials and equipment, (iii) use of its Equipment, each to the extent required for each transaction, and (iv) the day-to-day administrative support of the Joint Venture;

• Arete will provide (i) marketing development and related services, (ii) customer/project development services, (iii) product engineering consulting and customer education services, (iv) post processing, including machining, surface finishing, inspection and nondestructive testing, (v) supplier management and supply chain development services, (vi) technicians and manufacturing personnel, each to the extent required for each transaction, (vii) the day-to-day operational support of the Joint Venture, and will perform build file model modifications, manufacturing process engineering for product manufacturing;

• Sigma will be reimbursed by the Joint Venture for (i) Sigma's costs of goods sold with respect to each job order, and (ii) Sigma's employees' work with respect to Joint Venture manufacturing and engineering, at their fully burdened cost rates to Sigma, as well as for the use of its Equipment at a cost per hour depending on the actual scope of work for each transaction. Additionally, for administrative cost reimbursement, the Joint Venture will pay Sigma a specified portion of the revenues of the Joint Venture for each transaction, subject to change based on data of actual costs of the Joint Venture;

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• Arete will be reimbursed by the Joint Venture for (i) reasonable travel, customer and project development expenses, and (ii) Arete's employees' work with respect to Joint Venture manufacturing and engineering, at their fully burdened cost rates to Arete;

• Sigma and Arete are subject to non-solicitation provisions; and

• The Joint Venture may be dissolved upon, among other events, the written request of either of Sigma or Arete.

The foregoing descriptions of the Operating Agreement and the Statement of Work do not purport to be complete descriptions of the terms and conditions therein and are qualified in their entirety by reference to the full text of the Operating Agreement and the Statement of Work that will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the six months ending June 30, 2015. On June 30, 2015, we issued a press release regarding certain of the matters which are discussed in this Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press Release of Sigma Labs, Inc., dated June 30, 2015.

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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.


SIGMA LABS, INC.


Date: July 6, 2015 By: /s/ Mark J. Cola
Name: Mark J. Cola
Title: President and Chief Executive Officer

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Exhibit 99.1



Sigma Labs and Arete Innovative Solutions
Announce Joint Venture Company

Led by Former Executive of Morris Technologies

SANTA FE, N.M. – June 30, 2015 – Sigma Labs, Inc. (OTCQB: SGLB) (“Sigma Labs” or the “Company”), a developer of advanced, in process, non-destructive quality inspection systems for metal-based additive manufacturing (“AM”) and other advanced manufacturing technologies, today announced that it has entered into a definitive agreement to form a joint venture company with Cincinnati-based Arete Innovative Solutions LLC. The new entity, Arete-Sigma LLC, will be a comprehensive metal solutions provider for the burgeoning AM market. The joint venture will offer a full suite of services from design through prototyping and manufacturing of high precision metal components.

“This is an exciting development for Sigma Labs which I believe will accelerate the Company’s growth prospects going forward,” said Mark Cola, President and CEO of Sigma Labs. “The joint venture will bring unique manufacturing competencies and capabilities within the metal AM space together under one roof – giving us the ability to offer clients design, process control, and quality assurance solutions not found anywhere else. It is also a means for Sigma Labs to conduct ongoing applications research in a representative market setting. The entity is dedicated to providing potential customers with access to the full benefits of additive manufacturing, and we expect to capitalize on increasing demand in the area while making it easier for adoption of metal AM in real-world applications. I couldn’t be happier in having it led by Bill Herman, who brings both design experience and operational expertise from his time at Morris Technologies, previously the premier service provider in the AM metal space.”

“We’re thrilled to be working with a leader in AM quality assurance such as Sigma Labs,” added Bill Herman, President of Arete Innovative Solutions. “Arete and Sigma Labs view the 3D metal printing space as poised for significant growth over the coming decades but also in need of a new approach to both educating customers and making AM a compelling value proposition. Bringing our two companies together is a sensible way to attract new clients and expand the industry by making AM applications more easily understood, implemented, and utilized for large-scale production. We look forward to a long relationship in addressing this very important market going forward.”

Arete Innovative Solutions is a pioneer in the metals AM process and a specialist in creating custom-designed solutions. Arete is led by Bill Herman, formerly Vice President of Operations for Morris Technologies, Inc., which was acquired by GE Aviation in 2012. At the time of its acquisition, Morris Technologies was the premier service bureau provider in North America for metal AM parts. Mr. Herman's expertise includes design for AM, a critical first step necessary for companies hoping to tap into the metal AM process. He will be President of the Arete-Sigma LLC joint venture.

About Sigma Labs, Inc.
Sigma Labs, Inc., through its wholly-owned subsidiary B6 Sigma, Inc., develops and engineers advanced, in-process, non-destructive quality inspection systems for commercial firms worldwide seeking productive solutions for metal-based additive manufacturing or 3D printing, and other advanced manufacturing technologies. For more information please visit www.sigmalabsinc.com.

http://ih.advfn.com/p.php?pid=nmona&article=67597226&symbol=SGLB

Now that is a detailed press release.
Kudos Mark and Co.