Attached files
| file | filename |
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| EX-10.2 - Innovative Wireless Technologies, Inc. | v193073_ex10-2.htm |
| EX-10.1 - Innovative Wireless Technologies, Inc. | v193073_ex10-1.htm |
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): August 6, 2010
INNOVATIVE WIRELESS TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Delaware
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0-53421
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90-0535563
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||
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(State
or Other Jurisdiction of
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(Commission
File No.)
|
(IRS
Employer
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Incorporation)
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|
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Identification
No.)
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306 N.
West El Norte Pkwy
Escondido,
CA 92026
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(310)
237-2001
(Registrant’s
telephone number, including area code)
ITEM
1.01 Entry
into a Material Definitive Agreement.
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(a)
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Asset
Purchase Agreement
|
On August 6, 2010, Registrant entered
into an Asset Purchase Agreement with MechTech, LLC, a California limited
liability company, pursuant to which Registrant agreed to acquire eight United
States Provisional Patents. The Provisional Patents cover high
technology products primarily for military use but with potential civilian
applications.
The purchase price to be paid for the
Provisional Patents consists of 5,530,388 newly issued shares of Registrant’s
common stock which shares will represent 15% of the total number of shares
outstanding after the closing of the purchase of the Provisional
Patents.
There are no material relationships
between Registrant and any of its principals and MechTech, LLC and any of its
principals.
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(b)
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Exclusive
Distribution and Marketing
Agreement
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On August 6, 2010, Registrant entered
into an Exclusive Distribution and Marketing Agreement with MechTech, LLC
pursuant to which MechTech will serve as the exclusive distributor for all
products to be produced by Registrant. As exclusive distributor for
Registrant’s products, MechTech will be entitled to a specified percentage of
all amounts received from the sale of such products.
The Exclusive Distribution Agreement
will have an initial term of seven years. Provided that MechTech has
complied with the terms of the Exclusive Distribution Agreement during the
initial term, MechTech will be entitled to renew the agreement for an additional
seven year term.
ITEM
3.02 Unregistered Sales of Equity
Securities
On August 6, 2010, Registrant entered
into an Asset Purchase Agreement with MechTech, LLC, as more fully described in
Item 1.01 above. Under the Asset Purchase Agreement, Registrant will
issue 5,530,388 newly issued shares of its common stock.
The shares will be issued without
registration under the Securities Act of 1933 pursuant to the exemption
contained in Section 4(2) as a transaction by an issuer not involving any public
offering.
ITEM
9.01 Financial
Statements and Exhibits.
|
(a)
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Financial
Statements of Business Acquired.
|
Not
applicable.
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(b)
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Pro
Forma Financial Information.
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Not
applicable.
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(c)
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Exhibits.
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10.1 Asset
Purchase Agreement dated as of August 6, 2010, between Innovative Wireless
Technologies, Inc. and MechTech, LLC ┼
10.2 Exclusive
Distribution and Marketing Agreement dated as of August 6, between Innovative
Wireless Technologies, Inc. and MechTech, LLC ┼
┼ Certain
portions of this Exhibit have been omitted and have been filed separately with
the Commission pursuant to a request for confidential treatment under Rule 24b-2
as promulgated under the Securities Act of 1934, as amended.
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.
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INNOVATIVE
WIRELESS TECHNOLOGIES, INC.
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BY:
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/s/ Pavel Alpatov
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PAVEL
ALPATOV
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PRESIDENT
AND DIRECTOR
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Dated:
August 10, 2010
EXHIBIT
INDEX
10.1 Asset
Purchase Agreement dated as of August 6, 2010, between Innovative Wireless
Technologies, Inc. and MechTech, LLC ┼
10.2 Exclusive
Distribution and Marketing Agreement dated as of August 6, between Innovative
Wireless Technologies, Inc. and MechTech, LLC ┼
┼ Certain
portions of this Exhibit have been omitted and have been filed separately with
the Commission pursuant to a request for confidential treatment under Rule 24b-2
as promulgated under the Securities Act of 1934, as amended.