Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - UBIQUITY, INC. | v402477_ex99-1.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
Date of Report (Date of earliest event reported): February 12, 2015
UBIQUITY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-179738 | 99-0371375 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 9801 Research Drive, Irvine, California 92618 |
| (Address of principal executive offices) (Zip Code) |
| Registrant’s telephone number, including area code: (949) 489-7600 |
| (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):
| ¨ | 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 3.02 Unregistered Sales of Equity Securities.
On February 12, 2015, the Board of Directors of Ubiquity, Inc. (the “Company”) approved the execution of an option agreement whereby, Christopher Carmichael agreed to exchange $1,000,000 of his accrued and unpaid salary and directors compensation for 2,561,856 options, at a share price of $0.485 (the “Options”). The options will carry a five (5) year term and vest upon issuance.
The issuance of the Options was completed in accordance with the exemption provided by Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and/or Section 4(2) of the Securities Act, in that such sale and issuance was made without any public offering to “accredited investors,” as that term is defined under Rule 501 of Regulation D of the Securities Act.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| 99.1 | Stock Option Agreement |
| 2 |
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 hereunto duly authorized.
Dated: February 23, 2015
| UBIQUITY, INC. | ||
| By: | /s/ Christopher Carmichael | |
| Christopher Carmichael | ||
| Chief Executive Officer | ||
| 3 |