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EX-10.1 - EX-10.1 - SPENDSMART NETWORKS, INC.v358183_ex10-1.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 28, 2013

 

THE SPENDSMART PAYMENTS COMPANY

(Exact Name of Registrant as Specified in Its Charter)

 

 

Colorado   000-27145   33-0756798
(State or Other Jurisdiction of Incorporation or Organization)   (Commission File Number)   (IRS Employer Identification No.)

 

 

2680 Berkshire Pkwy, Suite 130

Des Moines, Iowa

 

 

50325

(Address of Principal Executive Offices)

 

  (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (858) 677-0080
 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o 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.

 

Effective October 28, 2013, The SpendSmart Payments Company (the “Company”) entered into an advisory agreement (the “Chord Agreement”) with Chord Advisors, LLC (“Chord”). Pursuant to the Chord Agreement, Chord will provide the Company with comprehensive outsourced accounting solutions. The Company will pay Chord $7,500 per month. The Company has also agreed to issue Chord a vested stock option to purchase five thousand shares of common stock at an exercise price of $2.00 per share. Our Chief Financial Officer as described in Item 5.02 below, David Horin, is the President of Chord. The Agreement may be terminated by either party.

 

The summary of the Chord Agreement described above is qualified in its entirety by reference to the Chord Advisory Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 28, 2013, Kim Petry resigned from her position as Chief Financial Officer, Secretary and Treasurer of the Company, effective immediately. Ms. Petry will be succeeded by David Horin, who will serve as the Company’s Chief Financial Officer as of October 28, 2013 (the “Effective Date”).

 

Mr. Horin is currently the President of Chord Advisors, LLC, an advisory firm that provides targeted financial solutions to public (small-cap and mid-cap) and private small and mid-sized companies. From March 2008 to June 2012, Mr. Horin was the Chief Financial Officer of Rodman & Renshaw Capital Group, Inc., a full-service investment bank dedicated to providing corporate finance, strategic advisory, sales and trading and related services to public and private companies across multiple sectors and regions. From March 2003 through March 2008, Mr. Horin was the Managing Director of Accounting Policy and Financial Reporting at Jefferies Group, Inc,, a full-service global investment bank and institutional securities firm focused on growth and middle-market companies and their investors. Prior to his employment at Jefferies Group, Inc., from 2000 to 2003, Mr. Horin was a Senior Manager in KPMG’s Department of Professional Practice in New York, where he advised firm members and clients on technical accounting and risk management matters for a variety of public, international and early growth stage entities. Mr. Horin has a Bachelor of Science degree in Accounting from Baruch College, City University of New York. Mr. Horin is also a Certified Public Accountant.

 

There are no other arrangements or understandings between Mr. Horin and any other person pursuant to which Mr. Horin was appointed as Chief Financial Officer of the Company. Mr. Horin has not entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Exhibit Description
10.1 Chord Advisory Agreement

 

 
 

 

SIGNATURE

 

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, thereunto duly authorized.

 

                 
        THE SPENDSMART PAYMENTS COMPANY
         
                /s/  Bill Hernandez
Dated: November 1, 2013       By:   Bill Hernandez
                President