Attached files
| file | filename |
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| EX-10.1 - InterCore, Inc. | v206492_ex10-1.htm |
| EX-10.2 - InterCore, Inc. | v206492_ex10-2.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
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Date of Report (Date of earliest event reported):
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December
23, 2010
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(December
22, 2010)
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I-WEB
MEDIA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-54012
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27-2506234
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(State
or other
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(Commission
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(I.R.S.
Employer
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jurisdiction
of incorporation)
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File
Number)
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Identification
No.)
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1
International Boulevard, Suite 400
Mahwah,
NJ 07495
(Address
of principal executive offices) (zip code)
(201)
512-8732
(Registrant’s
telephone number, including area code)
706
Hillcrest Drive
Richmond,
Texas 77469
(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:
¨ 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))
ITEM
1.01 ENTRY INTO
A MATERIAL DEFINITIVE AGREEMENT
On December 22, 2010, we entered into a
Development Services Agreement with NorthStar Partners Consulting, LLC, a
Connecticut limited liability company (the “Development
Agreement”). Under the terms of the Development Agreement, NorthStar
will work with us to determine the commercialization options for the innovative
tampon technology we recently acquired from RWIP, LLC. NorthStar has
extensive experience in new product innovation (specifically within the feminine
protection category), business modeling, and business
development. NorthStar has worked successfully with several start-up
companies seeking to bring new medical technologies to the retail and healthcare
professional channels via strategic partnerships with large consumer packaged
goods companies.
Under the Development Agreement, in
exchange for NorthStar’s services, we agreed to pay, within seven days of
executing the Development Agreement, a $7,000 retainer, as well as issuing to
NorthStar warrants to purchase Twenty Five (25,000) shares of our common stock,
restricted in accordance with Rule 144, at an exercise price of Four Dollars
($4.00) per share. These warrants vest 50% upon execution of the
Development Agreement and 50% upon completion of the required work under said
agreement, and expire on December 31, 2015.
ITEM
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES
Under the Development Agreement, we
agreed to issue NorthStar warrants to purchase Twenty Five (25,000) shares of
our common stock, restricted in accordance with Rule 144, with an exercise price
of Four Dollars ($4.00) per share. These warrants vest 50% upon
execution of the Development Agreement and 50% upon completion of the required
work under said agreement, and expire on December 31, 2015. The
Warrant issuance was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, and the investor was either accredited or sophisticated
and familiar with our operations.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(a) Financial
Statements of Business Acquired
We are
not required to provide financial statements under this Item
9.01(a).
(b) Pro
Forma Financial Information
We are
not required to provide financial statements under this Item
9.01(b).
(c) Exhibits
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10.1
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Development
Services Agreement with NorthStar Partners Consulting, LLC dated December
22, 2010
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10.2
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Warrant
Agreement with NorthStar Partners Consulting, LLC dated December 22,
2010
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2
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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Dated: December
23, 2010
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I-Web
Media, Inc.
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a
Delaware corporation
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/s/ James F. Groelinger
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By: James
F. Groelinger
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Its: Chief
Executive Officer
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