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EX-99.1 - EX-99.1 - EFACTOR GROUP CORP.s100483_ex99-1.htm
EX-10.1 - EX-10.1 - EFACTOR GROUP CORP.s100483_ex10-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): November 19, 2014 (November 15, 2014)

 

EFACTOR GROUP CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   000-51569   84-1598154

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

425 2nd Street, Suite 100

San Francisco, CA 94107

(Address of Principal Executive Offices)

 

(650) 380-8280

(Issuers telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-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 November 15, 2014, EFactor Group Corp. (the “Company”) entered into an Exchange Agreement (the “Agreement”) by and among the Company, Robson Dowry Associates Ltd., an entity organized under the laws of the England and Wales (“Robson Dowry”), and the shareholders of Robson Dowry Associates Ltd. (the “Sellers”). On the same date, the parties consummated the transaction, pursuant to which the Sellers sold, and the Company purchased, all of Robson Dowry’s outstanding capital stock (the “Transaction”), in exchange for 1,500,000 unregistered shares of the Company’s common stock (“Common Stock”).

 

The Transaction and the Agreement were approved by the Company’s board of directors and the board of directors and the shareholders of Robson Dowry. The Agreement contains customary representations, warranties, and covenants by each of the parties.

 

The foregoing description of the Agreement does not purport to be a complete statement of the parties’ rights under the Agreement and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

The information set forth under Item 1.01 above is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 above with respect to the issuance of the Common Stock pursuant to the Agreement is incorporated herein by reference. The Transaction was undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended the (“Securities Act”) afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and/or Regulation S promulgated under the Securities Act.

 

Item 7.01. Regulation FD Disclosure.

 

On November 19, 2014, the Company issued a press release announcing the completion of the Transaction. A copy of this press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(a)Financial Statements of Business Acquired.

 

The Company will file the financial statements required by this Item 9.01 not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed

 

(b)Pro Forma Financial Information.

 

The Company will file the pro forma financial information required by this Item 9.01 not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

 

 
 

 

(d)Exhibits.

 

Exhibit
No.

 

Description

   
10.1*   Exchange Agreement, dated as of November 15, 2014, by and among the Company, Robson Dowry Associates Ltd. and the Shareholders of Robson Dowry Associates Ltd.
   
99.1   Press release dated November 19, 2014.
 
 
* Schedules, exhibits, and similar supporting attachments or agreements to this agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

 

 

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.

 

Dated: November 19, 2014

 

  EFACTOR GROUP CORP.
     
  By: /s/ Adriaan Reinders
    Name:  Adriaan Reinders
    Title:    President