SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): July 23, 2014 (July 21, 2014)
FastFunds Financial Corporation
(Exact name of registrant as specified in
(State or other jurisdiction
|319 Clematis Street, Suite 400, West Palm Beach, FL
|(Address of principal executive offices)
Registrant’s telephone number, including
area code: (561) 514-9042
(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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
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 July 21, 2014, FastFunds Financial Corporation
(“FFFC”) announced the completion of a definitive purchase agreement with Ohio-based Brawnstone Security, LLC (“Brawnstone”).
Under the terms of the agreement, FFFC, through its subsidiaries, will purchase a 70% interest in Brawnstone. The purchase price,
in exchange for this interest in Brawnstone, disclosed in the Membership Interest Purchase Agreement, attached hereto, is $160,000.
The consummation of the
Acquisition is subject to the satisfaction of customary closing conditions, including, among others: (1) the absence of any
law or order prohibiting the closing; (2) the expiration or early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended; (3) the receipt of specified third-party consents and approvals; (4) the
absence of a material adverse effect on the financial condition, assets or results of operations of Brawnstone; and (5) other
customary closing conditions. The Definitive Agreement provides that the closing will occur as soon as possible, but in no event
later than 14 business days after satisfaction or waiver of all conditions to closing. There is no assurance that all of the conditions
to the consummation of the Acquisition will be satisfied.
Item 7.01. Regulation
On July 22, 2014,
FastFunds Financial Corporation (“FFFC”) issued a press release announcing the entry into a Definitive Purchase Agreement.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The press release is being furnished pursuant to General Instruction B.2 of Form 8-K and is not deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor
is it subject to the liabilities of that section or deemed incorporated by reference into any filing made by FFFC under the Exchange
Act or the Securities Act of 1933, as amended.
CAUTIONARY NOTE REGARDING
Certain statements in this
Current Report on Form 8-K and the exhibits filed herewith include “forward-looking statements” within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “may,” “intend,”
“believe,” “expect,” “anticipate,” “estimate” or other similar expressions are
intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements
include, without limitation, satisfaction of the conditions to the closing of the Acquisition and the possibility that the Acquisition
will not close; timing of the completion of the proposed Acquisition; and FastFunds’ plans for financing the Acquisition.
Forward-looking statements are based upon FastFunds’ current belief as to the outcome and timing of future events. While
FastFunds believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future
developments affecting FastFunds will be those that FastFunds currently anticipates. All subsequent written and oral forward-looking
statements concerning FastFunds, the proposed transactions or other matters and attributable to FastFunds or any person acting
on its behalf are expressly qualified in their entirety by the cautionary statements above. Important factors that could cause
actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes
in operating risks, liquidity risks, legislative developments and other risk factors and known trends and uncertainties as described
in FastFunds’ Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Report on Form 10-Q for
the quarter ended March 31, 2014 as filed with the Securities Exchange Commission. Should one or more of these risks or uncertainties
occur, or should underlying assumptions prove incorrect, FastFunds’ actual results and plans could differ materially from
those expressed in the forward-looking statements. FastFunds undertakes no obligation to update or revise forward-looking statements
whether to reflect changed assumptions, or as a result of new information, the occurrence of unanticipated events or changes to
future operating results over time.
Item 9.01. Financial
Statements and Exhibits.
||Description of the Exhibit|
||Press release, dated July 22, 2014, announcing entry into the Definitive Agreement.|
||Membership Interest Purchase Agreement, dated July 21, 2014.|
||Assignment of Membership Interest Agreement, dated July 21, 2014.|
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.
|FASTFUNDS FINANCIAL CORPORATION|
|| /s/ Henry Fong|
|| Henry Fong|
|| Chief Executive Officer|
Dated: July 23,