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Home Treasure Finders, Inc Enters Into a Stock Purchase Agreement With Energy Hunter Resources, Inc.
Company to be Renamed Generation Hemp, Inc.
DENVER, Aug. 27, 2019 /PRNewswire/ -- Home Treasure Finders, Inc., (OTCPK: HMTF), a real estate investment company based in Denver, Colorado that leases warehouse space to Hemp seed growers, announced that on August 15, 2019 it entered into a Stock Purchase Agreement (SPA) with certain shareholders of Energy Hunter Resources, Inc. (EHR), a privately held oil and gas company based in Dallas, Texas, representing 91% of EHR's ownership. Under terms of the SPA, these EHR shareholders will own approximately 88% of HMTF's post-closing shares outstanding, on a fully diluted basis. It is anticipated that EHR, as a subsidiary of HMTF, will then divest all of its oil and gas assets. The net proceeds of this divestiture are anticipated to be used to assist HMTF in its goal of becoming a pure play 'Hemp only company'.
Transaction Highlights
Home Treasure Finders, Inc. entered into a definitive SPA with certain shareholders of EHR.
Upon closing, shareholders of EHR will receive a share of HMTF convertible preferred series. A for each share of common stock they own, convertible into 16 shares of HMTF's common stock.
HMTF plans to change the name of Home Treasure Finders, Inc. to Generation Hemp, Inc., and become a pure play Hemp company upon divestiture of all of the existing oil and gas properties owned by EHR.
HMTF believes that by entering into this transaction, the best interests of its shareholders was accomplished by i) attracting a highly experienced new management team led by a successful entrepreneur ii) the building of a much larger asset base as a result of this business combination iii) and immediate access to the equity capital markets.
Corey Wiegand, President of HMTF, said, "Entering into the SPA with Energy Hunter Resources' shareholders is a win-win scenario for shareholders of both companies. The transaction provides Home Treasure Finder shareholders with the liquidity and capital it requires to successfully grow and expand in this new business sector. At the same time, Energy Hunter Resources' shareholders will receive access to a clean publicly traded entity which will allow the new management team to move quickly into the Hemp space and, upon divesting EHR's oil and gas assets, will become a pure play 'Hemp only company'."
Management of both companies anticipates that the transaction will close within the next 30 to 60 days. In the meantime, the two companies are working closely together in advancing the business plan.
Gary C. Evans, Founder, Chairman & CEO of Energy Hunter Resources, Inc., said, "The business combination of Energy Hunter Resources Inc. and Home Treasure Finders, soon to be renamed Generation Hemp, Inc., provides a unique opportunity to capitalize on the significant growth prospects we are seeing throughout the Hemp industry. In the coming months, we will divest all of our oil and gas assets and reinvest the capital back in the Hemp industry along with new equity capital that we are presently sourcing."
Evans continued, "We plan to use the combined capital to selectively acquire certain assets and/or operating companies within the Hemp sector that we have been analyzing for the past four months. Additionally, we are in the process of applying for an uplisting of our securities to the OTCQB with an eventual goal of uplisting to the NASDAQ Capital Market Exchange. We believe that being an early entrant into the public Hemp space gives us significant advantages to the many consolidation opportunities that lie ahead."
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "believes", "expects", "anticipates", "intends", "plans", "estimates", "projects", "forecasts", "proposes", "should", "likely" or similar expressions, indicates a forward-looking statement. These statements and all the projections in this press release are subject to risks and uncertainties and are based on the beliefs and assumptions of management, and information currently available to management. The actual results could differ materially from a conclusion, forecast or projection in the forward-looking information. The identification in this press release of factors that may affect the company's future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive.
Contact:
Anthony D Andora
Chief marketing officer
720-317-8927
https://c212.net/c/img/favicon.png?sn=IO52813&sd=2019-08-27 View original content:http://www.prnewswire.com/news-releases/home-treasure-finders-inc-enters-into-a-stock-purchase-agreement-with-energy-hunter-resources-inc-300907340.html
SOURCE HOME TREASURE FINDERS, INC.
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Other Financial Information
Recent News & Disclosure Filings
Recent SEC Filings
Pink Current Information
Current management of Home Treasure Finders believes that entering into this transaction is in the best interests of its shareholders because of the capital assets owned by Energy Hunter Resources, Inc. that it anticipates will eventually be infused into the Home Treasure Finders (or its subsidiaries) and the financial acumen of the anticipated new chief executive officer, Gary C. Evans, who is currently the chief executive officer of the to be acquired company. Mr. Evans has extensive experience managing publicly traded companies and raising capital in the public and private markets. It is currently anticipated that upon closing, assuming satisfaction of the conditions precedent described below, the newly combined company will focus primarily upon expanding Home Treasure Finders’ existing footprint in the emerging Hemp industry as opposed to other aspects of its legacy business.
All good db7, just patiently waiting on this one and a few other hope all is well with you!
Thanks for posting that, nice find as always :)
Looked like someone wanted out and someone was happy to oblige at 11 cents. Too bad they stopped filing publicly.
4/25/2019 Audited Financial Statements for the Fiscal Year ending December 31, 2018
https://s3-us-west-1.amazonaws.com/pm-webapps/PropelMedia/investorrelations/AuditedFinancialStatements_4_25_19.pdf
3m share trade at .10 today
highest volume of the year here, looked very weak early on
pink sheet stock, no analyst coverage, liquidity etc
3rd qtr was .14 and they showed 09 for the 9 mos. ended sept 30, the 4th qtr must have been .47
Total stockholders’ equity 6,565,000 on; issued and
outstanding 1,694,745 as of December 31, 2018
annual report filed yesterday https://www.otcmarkets.com/stock/PGNT/disclosure
Yes, hopefully something solid behind it
hmmm
the daily list shows 3/21 but tda shows 3/11
AQSP 8k
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)
February 12, 2019
ACQUIRED SALES CORP.
(Exact name of registrant as specified in its charter)
Nevada
87-0479286
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
31 N. Suffolk Lane, Lake Forest, Illinois
60045
(Address of principal executive offices)
(Zip Code)
847-915-2446
(Registrant’s telephone number, including area code)
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 ( see General Instruction A.2. below):
[ ] 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))
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On February 27, 2019, Acquired Sales Corp. (the “Company”) signed a definitive Stock Purchase Agreement (the “SPA”) with Ablis LLC (“Ablis”), Bendistillery Inc. d/b/a Crater Lake Spirits (“Bendistillery”), Bend Spirits, Inc. (“Bend Spirits”), Bendis Homes Pinehurst, LLC, James A. Bendis, Alan T. Dietrich, Gerard M. Jacobs and William C. “Jake” Jacobs to purchase 4.99% of the common stock of Ablis for $399,200 in cash, to purchase 4.99% of the common stock of Bendistillery for $1,347,300 in cash, and to purchase 4.99% of the common stock of Bend Spirits for $149,700 in cash. The purchases are expected to close during March 2019. Under the SPA the Company will have the right to purchase up to an additional 15% of the common stock of each of Ablis, Bendistillery and Bend Spirits at the same respective prices per share.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which is attached as Exhibit 10.35 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Registration Rights Agreement
Effective on February 27, 2019, in connection with the closing of an investor stock purchase agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the certain investors.
Pursuant to, and subject to the limitations set forth in, the Registration Rights Agreement, the relevant stockholders have piggyback registration rights, such that, each time the Company decides to file a registration statement under the Securities Act (other than on Forms S-4 or S-8) covering the offer and sale by it or any of its security holders of any of its securities for money, the Company shall give written notice thereof to all holders of the Company’s registerable securities. The Company shall include in such registration statement such shares of registerable stock for which it has received written requests to register such shares within 30 days after such written notice has been given.
These registration rights are subject to certain conditions and limitations, including underwriter’s cutback wherein an underwriter may limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances. These registration rights are also subject to hold-backs such that stockholders may not sell, make any short sale of loan, grant any option for the acquisition of; or otherwise dispose of any Registerable Securities (other than those included in such registration) without the prior written consent of such managing underwriter for a period (not to exceed 30 days before the effective date and 90 days thereafter).
In addition, while the stockholders do not have formal demand registration rights, the Company has agreed to use commercially reasonable efforts to file a registration statement as soon as reasonably practicable covering shares of common stock into which outstanding Series A Preferred Stock may be converted.
Subject to certain limitations, the Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement. The obligation to register shares under the Registration Rights Agreement will terminate as to any Stockholder and expire on December 31, 2019.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 4.3 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
On February 27, 2019, the Company accepted subscriptions from accredited investors to purchase 23,400 shares of newly issued Series A Convertible Preferred Stock (“Preferred Stock”) for an aggregate purchase price of $2,340,000 in cash. These 23,400 shares of Preferred Stock are convertible at the option of the holders into 2,340,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. As discussed in Item 1.01 of this Current Report on Form 8-K “Entry into a Material Definitive Agreement - Registration Rights Agreement”, t he Company has committed to file a registration statement covering the shares of newly issued common stock of the Company into which the Preferred Stock can be converted. The Preferred Stock will receive an annual dividend, and will be subject to mandatory conversion, under terms and conditions set forth in the Certificate of Designation of the Preferred Stock as discussed in Item 5.03 of this Current Report on Form 8-K “ Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year”.
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.
Election of Thomas W. Hines as a Director
Effective as of February 27, 2019, the Board of Directors (the “Board”) of the Company elected Thomas W. Hines to serve as a director until the next annual meeting of shareholders and until his successor is duly elected and qualified.
Thomas W. Hines, age 60, is a Vice President with Lowery Asset Consulting. Previously, Mr. Hines served as the Executive Vice President at Good Harbor Financial, as the National Director of Financial Planning at The Northern Trust Company, and as a tax partner at Ernst & Young in the financial planning group. Mr. Hines is a Certified Public Accountant (CPA) and a Chartered Financial Analyst (CFA). Mr. Hines holds a Bachelor of Science degree in Accounting from Marquette University, and a Master of Science in Taxation from the University of Wisconsin-Milwaukee. Mr. Hines has been featured in publications including Fortune, American Banker, and the Premier edition of Wealth magazine. Mr. Hines has completed over 120 Triathlons, including the Hawaii Ironman World Championship.
At this time, there is no arrangement to pay Mr. Hines compensation for his service as a director of the company. He is likely to be reimbursed by the Company for board-related expenses which, as of the date of this Current Report on Form 8-K , are not expected to be material.
Appointment of William C. “Jake” Jacobs, CPA as President, Chief Financial Officer and Treasurer
Effective as of February 27, 2019, the Board appointed William C. “Jake” Jacobs, CPA, the son of our Company’s Chief Executive Officer Gerard M. Jacobs, to serve as the President, Chief Financial Officer and Treasurer of the Company. Those positions were previously held by Gerard M. Jacobs who stepped down from the positions to focus on the Chief Executive Officer role. Gerard M. Jacobs will remain as the Company’s Chairman, Chief Executive Officer and Secretary.
Prior to becoming the President, Chief Financial Officer and Treasurer of the Company, William C. Jacobs, CPA, age 30, served as an independent contractor for the Company for the past several years. Mr. Jacobs also is the President and Chief Financial Officer of Beachin Company, which owns and manages multi-family apartment buildings in Daytona Beach, Florida. Previously, Mr. Jacobs worked in the Assurance Division of Ernst & Young (doing business as EY), auditing both publicly traded and privately held companies. Mr. Jacobs graduated from the University of Southern California, with a double major in Accounting and Finance. In 2015, Mr. Jacobs won a Gold Medal at the United States of America Snowboard and Freeski Association (USASA) National Championships in the BoarderCross Snowboard Senior (23-29) Men’s division.
William C. Jacobs will earn compensation from the Company at the rate of $5,000 per month. He is also entitled to reimbursement for all of his business-related expenses. As of the date of this Current Report on Form 8-K, the Company owes Mr. Jacobs $175,000 for unpaid independent contractor fees that have been accruing since 2016.
Pursuant to the SPA described in Section Item 1.01 above, William C. Jacobs is expected to be granted full access to the corporate and financial books and records of “Sellers” Ablis, Bendistillery and Bend Spirits, and will be able to monitor and be allowed to ask Sellers' internal financial personnel and their CPA questions from time to time regarding Sellers' financial results, balance sheets, transactions, expenses, financial controls, tax returns and other tax forms. Pursuant to the SPA, he shall also be provided accurate and complete answers to such questions including supporting documentation, and shall be copied on all communications between Sellers and their CPA. In addition, Sellers shall pay William C. Jacobs a quarterly fee in connection with the foregoing in an amount which shall be mutually acceptable to James A. Bendis and William C. Jacobs, but which in no event shall be less than $5,000 per quarter, and Sellers shall pay or reimburse all of William C. Jacobs' reasonable expenses incurred in connection with business trips to Bend, Oregon, to perform such financial oversight functions and to provide consulting/advisory services to Sellers relating thereto.
Committees of the board of directors to which Messrs. Hines and William C. Jacobs have been named
Messrs. Hines and William C. Jacobs will be members of the Company’s Investment Committee, recently formed by the Board of Directors. In addition to Messrs. Hines and William C. Jacobs, the initial members of the Investment Committee will include Gerard M. Jacobs. Future acquisitions by the Company of direct equity ownership interests in any entity other than Ablis, Bendistillery and Bend Spirits will be subject to unanimous approval by such Investment Committee and to majority approval by the Board of Directors of the Company, provided that the requirement of unanimous approval by such Investment Committee will be terminated if the investors in the Preferred Stock no longer hold 25% or more of their investment in the form of Preferred Stock or common stock of the Company following conversion, or if the Company’s common stock has closed at $10.00 per share or higher for 20 consecutive trading days and there have been on average at least 50,000 shares traded on each of those 20 consecutive trading days, or if 84 months have passed since the first date that the registration statement is effective.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 12, 2019, the Company filed a certificate of designation of the relative rights and preferences of the Series A convertible preferred stock of Acquired Sales Corp. (the “Series A Designation”). In connection with the Series A Designation, the Company authorized 400,000 shares of its Series A Preferred Stock. Pursuant to the Series A Designation, each share of Series A Preferred Stock may be converted into 100 shares of common stock. The Series A Preferred Stock pays dividends at the rate of 3% annually. The Series A Preferred Stock dividends are cumulative if the Company does not have the necessary cash to pay the dividend when due. The Series A Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $3.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Series A Preferred Stock have no voting rights. The holders of the Series A Preferred Stock shall have voluntary conversion rights. Shares of Series A Preferred Stock are subject to Mandatory Conversion (in the discretion of the Company) at such time as the Company’s Common Stock has closed at $5.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days.
The foregoing description of the Series A Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A Designation , which is attached as Exhibit 4.4 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.35 Stock Purchase Agreement (the “SPA”) with Ablis LLC (“Ablis”), Bendistillery Inc. d/b/a Crater Lake Spirits (“Bendistillery”), Bend Spirits, Inc. (“Bend Spirits”), Bendis Homes Pinehurst, LLC, James A. Bendis, Alan T. Dietrich, Gerard M. Jacobs and William C. “Jake” Jacobs
Exhibit 4.3 Registration Rights Agreement
Exhibit 4.4 Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock of Acquired Sales Corp.
Exhibit 99.1 Press Release Dated March 4, 2019
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
ACQUIRED SALES CORP.
/s/ Gerard M. Jacobs
Gerard M. Jacobs
Chief Executive Officer
Dated: March 4, 2019
AQSP 8k
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)
February 12, 2019
ACQUIRED SALES CORP.
(Exact name of registrant as specified in its charter)
Nevada
87-0479286
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
31 N. Suffolk Lane, Lake Forest, Illinois
60045
(Address of principal executive offices)
(Zip Code)
847-915-2446
(Registrant’s telephone number, including area code)
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 ( see General Instruction A.2. below):
[ ] 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))
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On February 27, 2019, Acquired Sales Corp. (the “Company”) signed a definitive Stock Purchase Agreement (the “SPA”) with Ablis LLC (“Ablis”), Bendistillery Inc. d/b/a Crater Lake Spirits (“Bendistillery”), Bend Spirits, Inc. (“Bend Spirits”), Bendis Homes Pinehurst, LLC, James A. Bendis, Alan T. Dietrich, Gerard M. Jacobs and William C. “Jake” Jacobs to purchase 4.99% of the common stock of Ablis for $399,200 in cash, to purchase 4.99% of the common stock of Bendistillery for $1,347,300 in cash, and to purchase 4.99% of the common stock of Bend Spirits for $149,700 in cash. The purchases are expected to close during March 2019. Under the SPA the Company will have the right to purchase up to an additional 15% of the common stock of each of Ablis, Bendistillery and Bend Spirits at the same respective prices per share.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which is attached as Exhibit 10.35 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Registration Rights Agreement
Effective on February 27, 2019, in connection with the closing of an investor stock purchase agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the certain investors.
Pursuant to, and subject to the limitations set forth in, the Registration Rights Agreement, the relevant stockholders have piggyback registration rights, such that, each time the Company decides to file a registration statement under the Securities Act (other than on Forms S-4 or S-8) covering the offer and sale by it or any of its security holders of any of its securities for money, the Company shall give written notice thereof to all holders of the Company’s registerable securities. The Company shall include in such registration statement such shares of registerable stock for which it has received written requests to register such shares within 30 days after such written notice has been given.
These registration rights are subject to certain conditions and limitations, including underwriter’s cutback wherein an underwriter may limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances. These registration rights are also subject to hold-backs such that stockholders may not sell, make any short sale of loan, grant any option for the acquisition of; or otherwise dispose of any Registerable Securities (other than those included in such registration) without the prior written consent of such managing underwriter for a period (not to exceed 30 days before the effective date and 90 days thereafter).
In addition, while the stockholders do not have formal demand registration rights, the Company has agreed to use commercially reasonable efforts to file a registration statement as soon as reasonably practicable covering shares of common stock into which outstanding Series A Preferred Stock may be converted.
Subject to certain limitations, the Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement. The obligation to register shares under the Registration Rights Agreement will terminate as to any Stockholder and expire on December 31, 2019.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 4.3 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
On February 27, 2019, the Company accepted subscriptions from accredited investors to purchase 23,400 shares of newly issued Series A Convertible Preferred Stock (“Preferred Stock”) for an aggregate purchase price of $2,340,000 in cash. These 23,400 shares of Preferred Stock are convertible at the option of the holders into 2,340,000 shares of newly issued common stock of the Company, or $1.00 per share of common stock of the Company. As discussed in Item 1.01 of this Current Report on Form 8-K “Entry into a Material Definitive Agreement - Registration Rights Agreement”, t he Company has committed to file a registration statement covering the shares of newly issued common stock of the Company into which the Preferred Stock can be converted. The Preferred Stock will receive an annual dividend, and will be subject to mandatory conversion, under terms and conditions set forth in the Certificate of Designation of the Preferred Stock as discussed in Item 5.03 of this Current Report on Form 8-K “ Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year”.
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.
Election of Thomas W. Hines as a Director
Effective as of February 27, 2019, the Board of Directors (the “Board”) of the Company elected Thomas W. Hines to serve as a director until the next annual meeting of shareholders and until his successor is duly elected and qualified.
Thomas W. Hines, age 60, is a Vice President with Lowery Asset Consulting. Previously, Mr. Hines served as the Executive Vice President at Good Harbor Financial, as the National Director of Financial Planning at The Northern Trust Company, and as a tax partner at Ernst & Young in the financial planning group. Mr. Hines is a Certified Public Accountant (CPA) and a Chartered Financial Analyst (CFA). Mr. Hines holds a Bachelor of Science degree in Accounting from Marquette University, and a Master of Science in Taxation from the University of Wisconsin-Milwaukee. Mr. Hines has been featured in publications including Fortune, American Banker, and the Premier edition of Wealth magazine. Mr. Hines has completed over 120 Triathlons, including the Hawaii Ironman World Championship.
At this time, there is no arrangement to pay Mr. Hines compensation for his service as a director of the company. He is likely to be reimbursed by the Company for board-related expenses which, as of the date of this Current Report on Form 8-K , are not expected to be material.
Appointment of William C. “Jake” Jacobs, CPA as President, Chief Financial Officer and Treasurer
Effective as of February 27, 2019, the Board appointed William C. “Jake” Jacobs, CPA, the son of our Company’s Chief Executive Officer Gerard M. Jacobs, to serve as the President, Chief Financial Officer and Treasurer of the Company. Those positions were previously held by Gerard M. Jacobs who stepped down from the positions to focus on the Chief Executive Officer role. Gerard M. Jacobs will remain as the Company’s Chairman, Chief Executive Officer and Secretary.
Prior to becoming the President, Chief Financial Officer and Treasurer of the Company, William C. Jacobs, CPA, age 30, served as an independent contractor for the Company for the past several years. Mr. Jacobs also is the President and Chief Financial Officer of Beachin Company, which owns and manages multi-family apartment buildings in Daytona Beach, Florida. Previously, Mr. Jacobs worked in the Assurance Division of Ernst & Young (doing business as EY), auditing both publicly traded and privately held companies. Mr. Jacobs graduated from the University of Southern California, with a double major in Accounting and Finance. In 2015, Mr. Jacobs won a Gold Medal at the United States of America Snowboard and Freeski Association (USASA) National Championships in the BoarderCross Snowboard Senior (23-29) Men’s division.
William C. Jacobs will earn compensation from the Company at the rate of $5,000 per month. He is also entitled to reimbursement for all of his business-related expenses. As of the date of this Current Report on Form 8-K, the Company owes Mr. Jacobs $175,000 for unpaid independent contractor fees that have been accruing since 2016.
Pursuant to the SPA described in Section Item 1.01 above, William C. Jacobs is expected to be granted full access to the corporate and financial books and records of “Sellers” Ablis, Bendistillery and Bend Spirits, and will be able to monitor and be allowed to ask Sellers' internal financial personnel and their CPA questions from time to time regarding Sellers' financial results, balance sheets, transactions, expenses, financial controls, tax returns and other tax forms. Pursuant to the SPA, he shall also be provided accurate and complete answers to such questions including supporting documentation, and shall be copied on all communications between Sellers and their CPA. In addition, Sellers shall pay William C. Jacobs a quarterly fee in connection with the foregoing in an amount which shall be mutually acceptable to James A. Bendis and William C. Jacobs, but which in no event shall be less than $5,000 per quarter, and Sellers shall pay or reimburse all of William C. Jacobs' reasonable expenses incurred in connection with business trips to Bend, Oregon, to perform such financial oversight functions and to provide consulting/advisory services to Sellers relating thereto.
Committees of the board of directors to which Messrs. Hines and William C. Jacobs have been named
Messrs. Hines and William C. Jacobs will be members of the Company’s Investment Committee, recently formed by the Board of Directors. In addition to Messrs. Hines and William C. Jacobs, the initial members of the Investment Committee will include Gerard M. Jacobs. Future acquisitions by the Company of direct equity ownership interests in any entity other than Ablis, Bendistillery and Bend Spirits will be subject to unanimous approval by such Investment Committee and to majority approval by the Board of Directors of the Company, provided that the requirement of unanimous approval by such Investment Committee will be terminated if the investors in the Preferred Stock no longer hold 25% or more of their investment in the form of Preferred Stock or common stock of the Company following conversion, or if the Company’s common stock has closed at $10.00 per share or higher for 20 consecutive trading days and there have been on average at least 50,000 shares traded on each of those 20 consecutive trading days, or if 84 months have passed since the first date that the registration statement is effective.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 12, 2019, the Company filed a certificate of designation of the relative rights and preferences of the Series A convertible preferred stock of Acquired Sales Corp. (the “Series A Designation”). In connection with the Series A Designation, the Company authorized 400,000 shares of its Series A Preferred Stock. Pursuant to the Series A Designation, each share of Series A Preferred Stock may be converted into 100 shares of common stock. The Series A Preferred Stock pays dividends at the rate of 3% annually. The Series A Preferred Stock dividends are cumulative if the Company does not have the necessary cash to pay the dividend when due. The Series A Preferred Stock dividends shall cease to accrue at such time as the Company’s Common Stock has closed at $3.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 25,000 shares traded on each of those 20 consecutive trading days. The Series A Preferred Stock have no voting rights. The holders of the Series A Preferred Stock shall have voluntary conversion rights. Shares of Series A Preferred Stock are subject to Mandatory Conversion (in the discretion of the Company) at such time as the Company’s Common Stock has closed at $5.00 per share or higher for 20 consecutive trading days after the first date that the registration statement is effective, and there have been, on average, at least 50,000 shares traded on each of those 20 consecutive trading days.
The foregoing description of the Series A Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A Designation , which is attached as Exhibit 4.4 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.35 Stock Purchase Agreement (the “SPA”) with Ablis LLC (“Ablis”), Bendistillery Inc. d/b/a Crater Lake Spirits (“Bendistillery”), Bend Spirits, Inc. (“Bend Spirits”), Bendis Homes Pinehurst, LLC, James A. Bendis, Alan T. Dietrich, Gerard M. Jacobs and William C. “Jake” Jacobs
Exhibit 4.3 Registration Rights Agreement
Exhibit 4.4 Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock of Acquired Sales Corp.
Exhibit 99.1 Press Release Dated March 4, 2019
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
ACQUIRED SALES CORP.
/s/ Gerard M. Jacobs
Gerard M. Jacobs
Chief Executive Officer
Dated: March 4, 2019
great call on srre, thx for bringing it here!
i did :)
BOO! :)
Groupe Athena, Inc. Posts 1st Quarter Results
Press Release | 11/26/2018
Mumbai, India, Nov. 26, 2018 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Groupe Athena, Inc. (Pink sheets GATA) announced today revenues of $10,211,529 for the period ending September 30, 2018. Operating income before Depreciation and Amortization was $1,480,511 and reflects a Research and Development charge of $92,659. Net income for the period was $1,167,101 or $.02 per share.
The Indian pharmaceutical industry is increasingly focusing on exports to the United States and GATA is well positioned to help them get their products approved by the FDA for sales in the US. All of these are potential clients and the Company believes it has an advantage over competitors due to the facilities based in India, and their ability to deliver quick feedback to clients that could result in expedited order generation. With recent additions to equipment, the company will continue to take on additional contracts and continue to anticipate further growth.
About Groupe Athena, Inc.
Groupe Athena, Inc. was incorporated in June 2008 and began operations on July 1 of that year. The company is a research and testing organization and helps various pharmaceutical and medical products and devices companies in India and Southeast Asia to get regulatory approvals and facilitate exports of their products to the United States. The Company accomplishes this by assisting clients from concept through development, providing consultation on regulatory requirements, filings and processes.
The company has a research and marketing facility in India that employs 21 consultants and marketing personnel and is working towards aggressively expanding its presence in the Indian pharmaceutical industry. The Company's web address is www.groupeathena.com.
To review the complete quarterly report please go to www.otcmarkets.com/stock/GATA/quote and click on “Financials”.
Safe Harbor Statement
Certain statements set forth in this press release constitute "forward-looking statements.” Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words "estimate", "project", "intend", "forecast", "anticipate", "plan", "planning", "expect", "believe", "will likely", "should", "could", "would", "may" or words or expressions of similar meaning. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the company's actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company's ability to grow its business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the Company's limited operating history, the limited financial resources, domestic or global economic conditions -- activities of competitors and the presence of new or additional competition and conditions of equity markets.
Groupe Athena, Inc.
Email: info@groupeathena.com
https://www.otcmarkets.com/stock/HUGE/news/story?e&id=1218850
Massive Interactive, Inc. Enters Into Agreement to be Acquired by Deltatre
LONDON--(BUSINESS WIRE)-- Massive Interactive, Inc. (OTCBB:HUGE), the award-winning OTT software company, today announced it has signed a definitive agreement to be acquired by Deltatre, the international leader in sports media technology services. Deltatre will acquire Massive and its subsidiaries in a cash transaction valued at approximately USD $92 million.
The transaction is structured as an acquisition of Massive, pursuant to a merger and purchase of the additional outstanding equity interests of one of Massive’s subsidiaries under a separate equity purchase agreement. The closing of that merger and equity purchase are contingent upon one another and structured to occur simultaneously. Both transactions are subject to certain customary closing conditions and are expected to be completed in November 2018.
The transaction has been approved by the written consent of a majority of the voting power of the stockholders at Massive, is subject to regulatory approvals and other closing conditions, and is expected to close by the end of November 2018. Gibson Dunn is Deltatre’s legal counsel, and HSBC is its financial advisor. Raymond James is Massive’s financial advisor, DLA Piper is Massive’s legal counsel and PwC provided tax and accounting advice.
“Since the formation of Massive in 1996, we have demonstrated a proven track record of revolutionising the way the world consumes video entertainment. Today we are pleased to announce this transaction, which strengthens Massive’s position as the leading provider of targeted user experience OTT video solutions and opens up new market opportunities together with Deltatre,” said Ron Downey, Massive Co-Founder, and CEO.
Transaction details
The aggregate consideration payable at the closing by Deltatre for the equity of Massive and its subsidiaries is approximately USD $76.6 million, with USD $47.9 million of such equity amount payable in the Merger of Massive and USD $28.7 million payable to the other holders of equity of the subsidiary. Under the terms and conditions of the definitive merger agreement, Massive’s common stockholders will receive USD $0.22128 in cash per share. The aggregate amount payable to common stockholders shall be reduced by a total of not more than USD $12,000, if closing occurs after 20th November 2018 but before the 28th November. Massive’s preferred stockholders will receive USD $0.001 per share of preferred stock upon closing of the merger.
Additionally, after closing of the transactions, Massive’s stockholders and the other sellers will be eligible to receive a contingent earnout payment with a maximum aggregate value of USD $35 million. The payment of the earnout is conditional and may not occur; it is subject to Massive and its subsidiaries achieving certain financial targets in the three calendar years following closing of the acquisition, subject to acceleration or reduction in certain circumstances.
About Massive
Massive builds a suite of tools that enable all media companies to deliver targeted content and personalized user experiences to specific user groups across devices, in real-time, helping accelerate growth and increase retention across the customer lifecycle. This includes Massive AXIS, a UX management console that gives non-technical product owners complete control over the look and feel of the user interface, across devices. Massive launched 22 years ago and has over 350+ staff across its London headquarters and Sydney, Prague, Singapore, Skopje, and New York offices.
Today, Massive is used by the world’s most pioneering video companies across five continents. Customers include international companies, like AT&T, Perform Group and BBC Worldwide, and regional companies, like Bell Media and Channel 5.
About Deltatre
A Bruin Sports Capital portfolio company, Deltatre is the international leader in sports media technology services. It powers an unmatched suite of leading-edge technologies for the full spectrum of media including OTT, CMS, and digital platform production, virtual broadcast studios featuring state-of-the-art VR and AR capabilities, broadcast graphics, content and data creation and real-time distribution.
It serves a blue-chip client roster of the most prominent and influential sports and media companies including FIFA, Premier League, DFL, IOC, EuropeanTour, NFL, UEFA, BBC, BT Sport, Discovery, ATP, Sony and hundreds of media companies worldwide. In all, Deltatre delivers hundreds of technologies and services backed up by a team of more than 650 people operating worldwide including offices in Italy, France, Germany, Switzerland, the UK, the United States, India, Singapore, and Japan.
Deltatre has over 30 years' experience at the highest level of international sport. Billions of consumers experience sport through Deltatre technologies.
This press release contains, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: expect, shall, will, may, should and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the Merger and the Equity Purchase. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20181107006029r1&sid=acqr7&distro=nx&lang=en
View source version on businesswire.com: https://www.businesswire.com/news/home/20181107006029/en/
Investor relations contact
Tim Meanock
Non Executive Director at Massive Interactive, Inc.
tim@coldharbourcapital.eu
or
Massive media contact
Andy Eldridge
XYZ Communications (for Massive Interactive)
andy@xyzcomms.com
+44 (0) 1908 464120
or
Deltatre media contact
Scott Novak
Bruin Sports Capital (for Deltatre)
snovak@bruinsc.com
+1 917 699-4142
Source: Massive Interactive, Inc.
Summary
Date/Time Event Type Eff/Ex Date/Time Symbol Issue Name Market
05/31/2018 00:00:00 Name/Symbol/CUSIP Change 06/01/2018 00:00:00 ASAE ASAP Expo Inc Common Stock Other OTC
Details
Previous Value Current Value
Symbol ASAE GRBX
Issue Name ASAP Expo Inc Common Stock GreenBox Pos LLC Common Stock
Class
Maturity Date
Market Category Other OTC Other OTC
Unit of Trade 100 100
Regulatory Transaction Fee Yes Yes
Current Value
Daily List Date/Time 05/31/2018 00:00:00
Event Type Name/Symbol/CUSIP Change
Effective/Ex Date/Time 06/01/2018 00:00:00
Subject to Corporate Action
Offering Type No Restrictions
Daily List Comment
https://www.otcmarkets.com/stock/PROM/news/story?e&id=1078295
Propel Media Reports Early Settlement of $18.5MM of Future Obligations
GlobeNewswire•May 9, 2018
Paid $4.4 million to fully satisfy $18.5 million of future obligations
Prepaid $2 million of term loan from cash flow
Total term loan principal amount outstanding of $53.2 million
Company expects to report first quarter results on May 14, 2018
IRVINE, Calif., May 09, 2018 (GLOBE NEWSWIRE) -- Propel Media, Inc. (PROM), a performance focused digital media and advertising company, today announced that the Company paid approximately $4.4 million in cash to fully satisfy future obligations of $18.5 million.
Pursuant to the Company’s financing agreement for its term loan, the Company was obligated to make an additional payment to the lenders of $12.5 million in January 2019. The Company has renegotiated this fee down to $3.0 million and immediately paid it, thereby fully satisfying the obligation for the deferred fee. Also, on May 9, 2018, the Company made a voluntary principal prepayment of the term loan in the amount of $2 million, which reduced the total term loan principal amount outstanding to $53.2 million.
Similarly, in connection with the 2015 merger between the Company and Future Ads LLC, the Company had an obligation to pay the former members of Future Ads a total of $6 million immediately after paying the above mentioned $12.5 million fee to the Company’s lenders. On May 9, 2018, the Company reached an agreement with the former Future Ads members to reduce such deferred payment obligation to $1.44 million from $6 million. On the same date, the Company paid the $1.44 million amount to the former Future Ads members in full satisfaction of the deferred payment obligation.
“I am delighted to announce the early payoff of $4.4 million to fully satisfy what had been $18.5 million of future obligations. These transactions, along with the additional voluntary principal reduction of the term loan, have significantly strengthened the Company’s overall financial position,” said Marv Tseu, Chief Executive Officer of Propel Media.
Further details concerning these transactions can be found in the Company’s Form 8-K filed with the Securities and Exchange Commission on May 9, 2018.
About Propel Media
Propel Media connects digital marketers with unique audiences through intent-based technology that delivers superior performance with measurable results. We “Do Digital Differently” with a distinctive approach to digital powered by proprietary contextualization technology and a unique supply of ad inventory. Headquartered in Irvine, California, Propel Media is distinguished by its ability to deliver consistent results and its commitment to providing the highest level of client services to its partners.
For more information visit: www.propelmedia.com
Forward-Looking Statements:
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including those statements regarding Propel Media’s capital structure, ability to execute its operating plan, anticipated financial flexibility and future financial performance and any other statements that are not statements of historical fact. These statements may be identified, without limitation, by the use of forward-looking terminology such as “anticipates”, “expects,” “will” or comparable terms or the negative thereof. Such statements are based on management’s current estimates, assumptions that management believes to be reasonable, and currently available competitive, financial, and economic data as of the date hereof. Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Propel Media and not all of which are known to Propel Media, including, without limitation those risk factors described from time to time in Propel Media’s reports filed with the SEC. Among the factors that could cause Propel Media’s actual results to differ materially are: loss of key advertising customers; inability to acquire new advertising customers; limitations on its ability to acquire new users profitably or at all; inability to protect its intellectual property; inability to comply with the covenants in its credit facility; inability to obtain necessary financing or enter into equity arrangements with existing or new institutional shareholders; inability to execute its acquisition strategy; inability to effectively manage its growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; and general economic conditions. Further, investors should keep in mind that Propel Media’s financial results in any particular period may not be indicative of future results. Propel Media is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by law.
Current Report Filing (8-k)
Date : 05/01/2018 @ 5:43PM
https://ih.advfn.com/p.php?pid=nmona&article=77314657
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
April 27, 2018
Date of Report (Date of earliest event reported)
Klever Marketing, Inc.
(Exact name of registrant as specified in its charter)
Delaware 00-18834 36-368583
(State of Jurisdiction of in Company) (Commission File Number) (I.R.S. Employer Identification No.)
1100 E. 6600 So. #305 SLC, Utah 84121
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 801-847-6444
N/A
(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 (see General Instruction A.2. below):
[_] 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-4c under the Exchange Act (17CFR 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 (§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 Material Definitive Agreement.
On April 27, 2018, Klever Marketing, Inc. (“ Parent ”), DarkPulse Technologies Inc., a New Brunswick corporation (“ Target Company ”), and DPTH Acquisition Corporation, a wholly owned subsidiary of Parent (the “ Merger Subsidiary ”) entered into an Agreement and Plan of Merger, attached hereto as Exhibit 2.1 (the “ Merger Agreement ”). Under the terms of the Merger Agreement, Merger Subsidiary will merge with and into Target Company (the “ Merger ”), and Target Company will be the surviving corporation to the Merger and become a wholly owned subsidiary of Parent. The Merger is expected to close on or about May 30, 2018, subject to the satisfaction or waiver of customary closing conditions.
As of the effective time of the Merger (the “ Merger Time ”), each share of Target Company common stock issued and outstanding immediately prior to the Merger Time will be cancelled and extinguished and automatically converted into the right to receive 85,000 fully paid and non-assessable shares of common stock of Parent (the “ Merger Common Stock ”). Parent will issue to each holder of Target Company common stock certificates or Book Entries (as defined in the Merger Agreement) evidencing the number of shares of Merger Common Stock determined in accordance with the foregoing, being approximately 85,000,000 shares. As of April 27, 2018, the Target Company had 1,000 shares of common stock issued and outstanding, and no shares of preferred stock or other securities issued and outstanding.
Parent has made customary representations, warranties and covenants in the Merger Agreement, including: (i) to conduct its business in the ordinary course during the interim period between the execution of the Merger Agreement and the Merger Time, (ii) not to engage in certain kinds of transactions or take certain actions during such interim period, and (iii) obtain all consents and approvals necessary to consummate the transactions contemplated by the Merger Agreement.
Additionally, prior to the Merger, Parent must (i) effect a reverse stock split of its outstanding common stock to ensure that there are no more than 15,000,000 shares of Parent common stock issued and outstanding immediately prior to the Merger Time, and (ii) ensure that all outstanding options, preferred stock, or other securities convertible into common stock have been cancelled, except that Parent shall be permitted to have outstanding a maximum of $150,000 in convertible promissory notes convertible into common stock of Parent at the Merger Time, which shall be retained by Parent post-Merger (the “ Assumed Liabilities ”). Prior to the Merger, Target Company must (i) ensure that there are not more than 1,000 shares of Target common stock issued and outstanding. Accordingly, after issuance of the Parent Common Stock in connection with the Merger, it is anticipated that shareholders of Parent immediately prior to the Merger will own approximately 15% of the issued and outstanding common stock of Parent immediately after effecting the Merger. Finally, at closing of the Merger, Target Company shall pay $150,000 to Parent or certain of Parent’s creditors or preferred shareholders as directed by Parent.
Parent’s principals shall indemnify Parent after closing of the Merger for all pre-closing liabilities except for the Assumed Liabilities, and as additional consideration for such indemnification obligations to Parent, Parent’s principals shall receive an option to purchase the pre-closing assets of Parent for a purchase price consisting of the assumption of all present or future liabilities associated with such assets and the payment of $10.00 to Parent. Such option may or may not be exercised after the Merger.
The Merger Agreement contains certain termination rights for Parent, Target Company and Merger Subsidiary. Among those rights, Parent or Target Company may, if the Merger Time has not occurred on or before May 15, 2018, or such later date as Parent and Target Company may mutually agree, terminate the Merger Agreement.
The foregoing description of the Merger and Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
2
Item 9.01. Exhibits.
The following exhibits are filed with this report:
Exhibit Number Description of Exhibit
2.1 Merger Agreement with exhibits , dated April 27, 2018, by and among Klever Marketing, Inc., DarkPulse Technologies Inc. and DPTH Acquisition Corporation.
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: May 1, 2018 KLEVER MARKETING, INC.
By:
/s/ Paul G. Begum
Name: Paul G. Begum
Title: Chief Executive Officer
bdvb fwiw the cash showed up in my acct today! weeeeee :) I had forgotten about it, thx
"Does ProPhotonix participate in or have an official chat room or message board?"
It would be a red flag imho if they did.
hmmmmm volume precedes price? time will tell
I hope the buyer turns out to be smarter than the seller :) glta
Seems reasonable, stock is under the radar for now
PPNT http://otce.finra.org/DailyList
Summary
Date/Time Event Type Eff/Ex Date/Time Symbol Issue Name Market
03/27/2018 09:43:01 Cash Dividend Special 04/23/2018 00:00:00 PPNT Pinpoint Recovery Solutions Corp. Common Stock Other OTC
Details
Previous Value Current Value
Symbol PPNT PPNT
Issue Name Pinpoint Recovery Solutions Corp. Common Stock Pinpoint Recovery Solutions Corp. Common Stock
Class
Financial Status Indicator
Market Category Other OTC Other OTC
Current Value
Daily List Date/Time 03/27/2018 09:43:01
Event Type Cash Dividend Special
Daily List Event Code DA
Effective/Ex Date/Time 04/23/2018 00:00:00
Subject to Corporate Action CD
Offering Type No Restrictions
Forward Split Ratio
Reverse Split Ratio
Dividend Type Cash Dividend
Percentage 0
Cash Amount 0.30
Declaration Date 03/15/2018 00:00:00
Record Date 04/04/2018 00:00:00
Payment Date 04/21/2018 00:00:00
Payment Method
Qualified Dividend Code No
Record ID 40110810
Daily List Comment
well btig back to .14
not sure about btig, but he moved to .15 this am and now there is a bid at .14 for 500k fwiw