CSRH MERGER 8K: CONSORTEUM HOLDINGS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits Edgar Online "Glimpses"
Item 1.01 Entry into a Material Definitive Agreement
On November 4, 2011 , Consorteum Holdings, Inc. (the "Company") entered into Amendment No. 1 (the "Amendment") to the Acquisition Agreement (the "Agreement") with Tarsin (Europe) LTD , a company organized under the laws of the United Kingdom ("Seller"). Pursuant to the Amendment, the Company purchased 100% of the issued and outstanding shares of Tarsin, Inc. , a Nevada corporation ("Tarsin Subsidiary"), from Seller for: (1) a total of 24,500,000 shares of the Company's common stock issued at a deemed issuance price of $0.10 per share; and (2) a cash payment of $3,000,000 to Seller as follows: (i) $200,000 no later than January 30, 2012 , (ii) $800,000 no later than March 31, 2012 , (iii) $1,000,000 no later than July 31, 2012 , and (iv) $1,000,000 no later than December 31, 2012 . Further, the Company also paid in full the existing outstanding balance owed by Seller on its line of credit established with NAT West in the total amount of $90,000 . Until such time as the Company has a market capitalization equal to or greater than $100,000,000 , the shares received by Seller are entitled to anti-dilution protection for certain dilutive issuances, not including issuances to employees, consultants, lenders, or other goods or service providers. Pursuant to the Amendment, Seller further agreed to grant to us an exclusive, worldwide perpetual license to use, distribute, and sell its CAPSA Mobile Platform technology in consideration for a 12.5% royalty fee calculated on future net revenues from the use of the CAPSA Mobile Platform technology. The Company is further obligated to provide or procure working capital to Tarsin Subsidiary as follows: (1) $300,000 no later than December 31, 2011 , and (2) an additional $250,000 no later than March 31, 2012 and (3) an additional $1,150,000 no later than December 31, 2012 . The description of the Amendment set forth above is qualified in its entirety by the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by this reference.
There is no material relationship between the Company or its affiliates and any of the parties, other than with respect to the Agreement and the Amendment.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information required by this Item is included in Item 1.01 and incorporated herein by reference.
Section 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation
Pursuant to the Agreement and Amendment described in Item 1.01 above, the Company is now obligated to pay a cash purchase price of $3,000,000 to Seller as follows: (1) $200,000 no later than January 30, 2012 , (2) $800,000 no later than March 31, 2012 , (3) $1,000,000 no later than July 31, 2012 , and (4) $1,000,000 no later than December 31, 2012 .
Pursuant to the Agreement and Amendment described in Item 1.01 above, the Company is obligated to pay a 12.5% royalty fee on all net revenue resulting from the use of the CAPSA platform to Seller.
Pursuant to the Agreement and Amendment described in Item 1.01 above, the Company is now obligated to provide or procure working capital to Tarsin Subsidiary as follows: (1) $300,000 no later than December 30, 2011 , (2) an additional $250,000 no later than March 30, 2012 , and (3) an additional $1,150,000 no later than December 31, 2012 .
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Item 3.02 Unregistered Sales of Equity Securities
Pursuant to the Agreement and Amendment described in Item 1.01 above, the Company issued a total of 24,500,000 shares of its common stock to Tarsin LTD in exchange for 100% of the issued and outstanding common stock of Tarsin, Inc. This transaction was exempt from the registration provisions of the Securities Act of 1933 (the "Act") by virtue of Section 4(2) of the Act as a transaction by an issuer not involving any public offering. The securities issued in this transaction were restricted securities as defined in Rule 144 of the Act.
