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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): April 22, 2014
NETWORKING PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-54418 45-0921541
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
857 Sarno Road, Melbourne, Florida 32935
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (321) 984-8858
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):
[ ] 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 communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.133-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 22, 2014, Networking Partners, Inc. ("Company") entered into a
definitive Asset Purchase Agreement with Mr. Chad Steinhart ("Steinhart"),
pursuant to which the Company would acquire certain assets from Mr. Steinhart.
The assets to be acquired include, among other things, a proprietary
integration code for web development and software for voice over internet
protocol ("VoIP") integration. This works together to form a total solution
resulting in an internet telephony service provider ("ITSP") platform that
allows hosted private branch exchange ("PBX") in the cloud and other telecom
features. This platform integrates several types of telecommunications carrier
grade class 4 and class 5 soft-witches from an open source framework by Digium,
Inc. to licensed software and equipment and infrastructure providers, Telinta,
Inc. and PortaOne, Inc. This allows the convergence around a carrier grade
billing platform including soft-switches as media applications for voice and
video calls, conferencing, interactive voice response ("IVR") applications and
unified messaging applications integrated into one simple web portal. This
integration is being purchased and allows the end using businesses that pay for
service to have a robust PBX phone system including phone lines hooked to the
Cloud. The integrations include the code, infrastructure and equipment allowing
the soft-switches and web development to operate in a simple interface that uses
the technology just mentioned and hosts the integration portal on the domains
www.SonantTelecon.com and www.SonantTelecom.net. The Asset Purchase Agreement
includes all the code, web development integrations and an infrastructure to
facilitate being an ITSP. It also includes all of Steinhart's vendor
relationships and the lists of businesses that have utilized the technology on a
test basis or are currently using the technology on a trial basis and are
willing to enter into formal agreements to continue using the technology which
will generate monthly residual revenues for the Company. The assets and
development to be acquired are more particularly described on Exhibit A to the
Asset Purchase Agreement, an executed copy of which is included as Exhibit 10.1
to this Current Report.
The purchase consideration to be paid to Steinhart at the closing shall be
$6,250,000, payable by the Company's issuance of 625,000 shares of Series A
Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock
shall have 100 votes per share and shall be convertible into 100 shares of the
Company's common stock, such conversion right shall be exercisable on or after
the second anniversary of the closing of the asset acquisition.
The closing of the asset acquisition is subject to the following conditions
precedent being satisfied:
a) Filing by the Company of its Form 10-Q Quarterly Report for the fiscal
quarter ended September 30, 2013, and the filing of its Form 10-K
Annual Report for the fiscal year ended December 31, 2013, which shall
necessarily include audited financial statements for the fiscal years
ended December 31, 2013 and 2012, with the Securities and Exchange
Commission.
b) Steinhart shall have delivered to the Company a market valuation
report of the assets, such report to be prepared by a mutually agreed
upon non-affiliated third party expert, and accepted by the Company as
satisfactory evidence of the value of the assets.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
Exhibit 10.1 Asset Purchase Agreement, dated April 22, 2014, by and
between Networking Partners, Inc. and Chad Steinhart
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: April 23, 2014
NETWORKING PARTNERS, INC.
By: /s/ Enzo Taddei
------------------------------------
Enzo Taddei
President
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EXHIBITS INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
Exhibit 10.1 Asset Purchase Agreement, dated April 22, 2014, by and
between Networking Partners, Inc. and Chad Steinhar
