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OMOLIVES

01/22/20 4:48 PM

#4172 RE: SteveSchiets #4170

The original Form 10 was pulled because the SEC required more information. I'll put forth all of the changes later(additions). I still do not understand why they are not showing the sub licensed patents and the patent held by Novint. Seems that they are trying very hard to keep quite with regards to such....which is a plus!

I don't expect this to be the final amendment.

Given that they have had testing done circa 2017 and beyond with two large OEM's and have now looked to become active with the filing of said Form 10...and recent amendment....be prepared for this to start fast tracking.

OMOLIVES

01/22/20 6:27 PM

#4177 RE: SteveSchiets #4170

!!Here is a list of additions(changes) that were made in today's Form 10 amendment:

These paragraphs were added

Item 1(business)


The licensing agreements with various gaming software providers have all expired and are deemed terminated at this time. Novint continues to be able to sell or provide for free as an accompanying software bonus along with the Falcon a library of games that the company developed internally and that are not subject to any current license agreements or future royalties. The single agreement that is referenced in Note 4 that accounts for all of the contingent accrued royalties was an agreement dated January 4, 2004 and an amendment dated July 24, 2007 between Novint Technologies, Inc. and Force Dimension, LLC based in Switzerland. As noted in Note 4 describing commitments and contingencies, the company believes, based on extensive due diligence including examining documents and interviews with prior management and employees, that the other party to the agreement failed to deliver the deliverables as specified in the agreement and that the company believes that beyond the initial payments that Novint made, that this obligation is no longer ongoing and the company deems the agreement terminated. However, since there was never an official termination, as per ASC 405-20 the company cannot derecognize the liability and thus the contingent liability remains in the September 30, 2019 financial statements as included in the Form 10.



There is a licensing agreement dated April 6. 2009 between Inverse Technology Corporation and Kinetecs, Inc., both based in Lincoln, Nebraska and Force Tek Enterprises, LLC of Cecil, Pennsylvania. When Novint merged with ForceTek in April 2011, as described in this filing, Novint assumed this license. The agreement contained a large initial payment that was paid by Force Tek and subsequent royalties based on sales of products that utilize the licensed technology. The technology from this license may be used in Novint's Xio product that has been in development, in which case the company would be required to pay royalties on commercial sales as per the agreement, although there can be no assurances that Novint will be able to successfully commercialize the Xio product.



nature of business


During the earlier years of Novint, the company did sell its products primarily to consumers and through the retail channels. When the new team came on to try to save the company in 2013, the company continued to sell individual units to consumers through the Novint online store in an effort to capture a larger percentage of the sale rather than go through distribution. As the same time, the company adopted a new strategy of trying to sell Falcons to more professional users, small developers and institutions such as schools which were more likely to make purchases of multiple units at at time and create more near term revenue for the company considering the extremely limited cash resources of the company at the time. This shift in strategy was somewhat successful as evidenced by the higher level of sales during the next few years. In 2017, the company shifted strategy to try to partner with one or more larger OEMs in the gaming space that could help introduce either the existing Falcon, a cost reduced version of the Falcon and/or the Xio controller that was in development. There has been significant interest and testing from two well known OEMs in the gaming space but the process with large OEMs is an extremely strenuous and long process and there can be no assurances that the company will be able to successfully conclude a partnering arrangement. As such, during the second half of 2019 the company once again refocused on trying to do direct sales and the company expects to recognize revenue from these sales effort in the remainder of 2019 and 2020.



ownership of 5% securities


(7) Rabbi Nusyn Pinches Erlich has sole voting and dispositive power over those shares.



(8) Konrad Ackermann is the managing director and has sole voting power over those shares.



Related Party Transactions

On or about August 19, 2013, four investors, two of which were and are now officers and/or directors and thus affiliates of the Company, loaned an aggregate $51,180 to the Company. The loans were memorialized in notes issued to the investors. The notes were convertible at a per share price equal to the VWAP of the Company’s common stock for that 10 trading days preceding the Conversion Date. On or about November 1, 2017, the Company and each investor executed an amendment agreement to memorialize certain amendments to the notes including extending the maturity date among other amendments and at the request of the Company as an effort to eliminate the debt and simply the capital structure, the investors converted the notes at the conversion price in November 2017.



Orin Hirschman, who is an officer and director of the company, participated through AIGH Investment Partners LLC for an amount of $15,000 and Martin Chopp, who is a director of the company, participated through Ellis LP for an amount of $10,180. The remaining investors in the notes are not affiliated or related parties but where shareholders of Novint. The proceeds of the notes were used to immediately pay the Company’s D&O Insurance and for working capital in order to avoid having to cease operations.





And finally the Delaware amendment.....