UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO

SECTION 13 OF 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 21, 2015

 

TIXFI, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: 415-226-7773

 

6517 Palatine Ave., N,

Seattle, WA 98103

(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 1.01. Entry into a Material Definitive Agreement.

 

The Share Exchange

 

On December 21, 2015 (the “Effective Date”), TiXFi, Inc. (“we,” “us,” “our,” or “TiXFi”) entered into and closed on a share exchange agreement (the “Share Exchange Agreement”) with Insight Innovators, B.V., a Dutch corporation (“Insight”) and its shareholders. Insight is an enterprise software company that has developed, and is currently launching, a next-generation Identity and Access Management enterprise solution designed to manage large volumes of users and access rights over various applications in hybrid environments (cloud and on-premises), which it intends to produce, market and license. Following the closing of the Share Exchange Agreement, we intend to continue Insight’s historical business and proposed business.

 

Pursuant to the terms of the Share Exchange Agreement, as of the Effective Date, we agreed to issue 9,330,000 shares of our unregistered common stock to the shareholders of Insight in exchange for 40,074 shares of its common stock, representing 100% of its issued and outstanding common stock (the “Share Exchange”) and assume $46,000 of Insight’s debts. In conjunction with the Share Exchange, we purchased 2,000,000 shares of our common stock from Paula Martin, our former Chief Executive Officer and sole director, for a price of approximately $0.075 per share (an aggregate of $150,000) pursuant to the terms of a Stock Redemption Agreement dated December 21, 2015 (the “Stock Redemption Agreement”). In addition,  pursuant to the terms and conditions of a Spin-Off Agreement dated December 21, 2015 (the “Spin-Off Agreement”), Ms. Martin acquired all assets and liabilities related our online ticket brokerage business in exchange for the cancellation by Ms. Martin of 3,000,000 shares of our common stock she held.

On the Effective Date, Insight became our wholly owned subsidiary and our pro-forma shares of common stock outstanding giving effect to the repurchase of 2,000,000 shares and the cancellation of 3,000,000 shares held by Ms. Martin our former principal shareholder, executive officer and director is, and the transactions relating to the Share Exchange is 12,485,000.

Arend Dirk Verweij was appointed as our Chief Executive Officer and Chief Financial Officer, and a director, and in connection with the Share Exchange Eagle Consulting LLC (“Eagle”), a company owned or controlled by Mr. Verweij, received 3,110,000 shares of our common stock in exchange for 13,358 shares of common stock of Insight owned by Eagle.  Further, Geurt van Wijk was appointed as our Chief Operating Officer and a director, and in connection with the Share Exchange, Berlisa B.V. (“Berlisa”), a company owned or controlled by Mr. van Wijk, received 3,110,000 shares of our common stock in exchange for 13,358 shares of Insight owned by Berlisa. Remy de Vries was appointed as our Chief Technology Officer and in connection with the Share Exchange, Sterling Skies B.V. (“Sterling”), a company owned or controlled by Mr. de Vries, received 3,110,000 shares of our common stock in exchange for 13,358 shares of Insight previously by Sterling. Messrs. Verweij, van Wijk and de Vries’ each own approximately 24.9% of our issued and outstanding shares of common stock, aggregating,  approximately 74.73% thereof.

We have entered into employment agreements with the three founders of Insight, Messrs Verweij, van Wijk and de Vries pursuant to the terms of employment agreements dated December 21, 2015 discussed below (collectively, the “Employment Agreements”).

 

In addition, we agreed to provide the purchasers of the Series A Preferred the right to participate in our future offerings  of securities for a period of three years after the Effective Date excluding issuances of our common stock to our employees, officers or directors pursuant to any stock or option plan duly adopted for such purpose by the Board of Directors and the vote of at least one independent member of the Board of Directors but in no event greater than 15% our outstanding common stock. Further, Holders of at least 51% of the outstanding Series A Preferred shall have the right to designate one director (the “Series A Board Member”) to the Board of Directors and the Company shall cause the Series A Board Member (and any replacement director designated by such holders of the Series A Preferred from time to time) to be elected to, and remain a member of, the Board of Directors.  The Series A Board Member shall be an individual reasonably satisfactory to us.  Also, we agreement that we would not permit the removal or replacement of the Series A Board Member without the consent of at least 51% of the outstanding Series A Preferred.

The Preferred Stock SPA further restricts us, for a period of three years after the Effective Date or so long as there are outstanding at least 10% of the authorized shares of the Series A Preferred, whichever occurs first, from amending the employment agreements with Messrs. Verweij, van Wijk and de Vries unless (i) the holders of at least 51% in stated value of the then outstanding shares of Series A Preferred shall have given prior written consent, or (ii) such amendment is approved by a majority of our independent directors.

Optional Conversion. The holder of the 10% TXFX Convertible Note may at any time convert the amount due under the 10% TXFX Convertible Note into shares of common stock (“Conversion Shares”) at a conversion price (“Conversion Price”) equal to the product of 75% multiplied by volume weighted average price of our common stock for ten (10) trading days immediately prior to the applicable conversion date, subject to adjustment provided in the 10% TXFX Convertible Note, but in no event: (i) lower than $4,000,000 divided by the total number of shares of common stock outstanding immediately prior to the conversion date; or (ii) greater than $12,000,000 divided by the total number of shares of common stock outstanding immediately prior to the conversion date.

 

Negative Covenants. As long as the 10% TXFX Convertible Note is outstanding, unless the holders of at least 75% of the then outstanding principal amount of the 10% TXFX Convertible Note shall have otherwise given prior written consent, we agreed that we will not amend our charter documents and bylaws in any manner that materially and adversely affects any rights of the holder, repurchase our common stock or certain other securities, pay dividends or distributions on any securities junior to the 10% TXFX Convertible Note,  sell, lease or otherwise dispose of any significant portion of our assets outside the ordinary course of business or enter into any agreement with respect to any of the foregoing. 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. Our issuance of the shares of the Company’s common stock issued in connection with the Share Exchange, the Series A Preferred Stock and the 10% TXFX Convertible Note were not registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon an exemption from registration provided by Sections 4(a)(2) and 3(a)(9) under the Securities Act in a transaction not involving a public offering or distribution. These shares and the shares of common stock issued upon conversion of the Series A Preferred and the 10% TXFX Convertible Note may not be transferred or sold absent registration under the Securities Act or an applicable exemption therefrom.

 

Item 5.01 Changes in Control of Registrant.

 

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

 

On December 21, 2015, our board of directors increased the number of board seats to three and appointed Arend Dirk Verweij as the Chairman of our board of directors and as Chief Executive Officer, Geurt van Wijk as a member of the board of directors and Chief Operating Officer, and Remy de Vries as Chief Technology Officer, effective immediately (the “Effective Time”). Following these appointments, Ms. Martin resigned as a director and as our Chief Executive Officer. Ms. Martin’s resignation was not the result of any disagreement with us on any matter relating to our operation, policies (including accounting or financial policies) or practices.

 

Arend D. Verweij. Mr. Verweij was appointed as our Chairman of the Board of Directors and Chief Executive Officer and Chief Financial Officer on December 21, 2015 when we acquired Insight. Mr. Verweij is a co-founder of Insight and has been its Chief Executive Officer since 2013. During this time, Mr. Verweij was also the Chief Executive Officer of 247 Jeans B.V., a jean importer and export trading company. Prior to co-founding Insight, Mr. Verweij, was the Chief Executive Officer from 2010 to 2012 of  Elephant Security B.V. (formerly BHOLD Company B.V.), a Dutch designer and systems integrator for complex software solutions for major corporate customers. Elephant Security B.V. was acquired by Microsoft in 2011.  Prior to joining Elephant Security, Mr. Verweij held a variety of management positions from 2000 to 2009 including CEO of a Barcelona based economic development consulting group, CEO of a Silicon Valley based technology development company that was acquired by Cadence Design Systems (Nasdaq: CDNS) and as an investment banker with vFinance Inc.. From 1983 until 1998, Mr. Verweij held a variety of technology and management related positions with Philips Electronics that included positions as a research scientist, technology and worldwide planning and strategy manager, vice president of marketing and culminating as a senior vice president of North American marketing and sales.  Mr. Verweij earned a Masters Degree in Mechanical Engineering/Metallurgy at Twente University of Technology (Netherlands) and a Masters of Business Administration from the University of Rochester New York.

Under the terms of the December 21, 2015 employment agreement we entered into with Mr. Verweij, he agreed to serve as our Chief Executive Officer and Chairman of the board of directors for a period of two years, that term automatically renewable for one year periods thereafter unless notice by either of Mr. Verweij or us is provided to the other to the contrary within 30 days prior to the expiration of any such period. The employment agreement provides for, among other things, Mr. Verweij’s full time service in our U.S. offices, for a base annual salary in the amount of $180,000, subject to the possible increase at each anniversary thereof to be determined by a majority of the independent members of the board of directors in its discretion; provided, however, that Mr. Verweij’s annual salary will be increased to $252,000 upon our entry into fully executed contracts with at least three customers who are unrelated parties that have a minimum of 500 users of the software system being licensed by our subsidiary, Insight, and each of such three contracts are in full force and effect.

Geurt van Wijk.  Mr. van Wijk was appointed as our Chief Technology Officer on December 21, 2015 when we acquired Insight. Mr. van Wijk is a co-founder of Insight and has been its Chief Operating Officer since 2013. Prior to co-founding Insight, Mr. van Wijk was the Chief Operating Officer from 2006 until 2012 for Elephant Security B.V, a Dutch designer and systems integrator for complex software solutions for major corporate customers, where he was responsible for development of a global partner network, management of the consultancy group and overseeing product delivery and implementation.  Elephant Security B.V. was acquired by Microsoft in 2011.  Prior to joining Elephant Security, Mr. van Wijk  held a variety of management and operational positions from 1995 to 2005 including Senior Project Manager for a systems integrator, responsible for a turn-around program to implement a software solution for a Netherlands based electricity and natural gas supplier in the Netherlands, implemented a software application to manage access rights for the Dutch National Police, information systems manager at Comfort Card responsible for data management, software development and private label credit card implementation programs and a project director for logistics and CRM applications and industrial control solutions ISO 9000 at a pharmaceutical company. Mr. van Wijk earned a  Bachelors of Science Degree in Information Sciences and MBE - University College Utrecht, Netherlands and speaks, reads and writes fluent Dutch, English and German.

Remy de Vries.  Mr. de Vries was appointed as our Chief Technology Officer on December 21, 2015 when we acquired Insight. Mr. de Vries is a co-founder of Insight and has been its Chief Technology Officer since 2013. Prior to co-founding Insight, Mr. de Vries was a Management Architect from 2010 until 2012 for Elephant Security B.V., a Dutch designer and systems integrator for complex software solutions for major corporate customers. Elephant Security B.V. was acquired by Microsoft in 2011.  Prior to joining Elephant Security, Mr. de Vries held a variety of management and operational positions including a Financial Operations Analyst, a quality assurance software tester at Electronic Arts Ltd. in the United Kingdom and an IT Support Analyst / Consultant supporting CRM-Software sold to corporate enterprises and government agencies, including British M I-5, with 500+ users. Mr. de Vries is a Microsoft Certified IT Professional and speaks fluent Dutch and English.

 

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 16, 2015, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series A preferred stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to designate 808,000 shares of our previously authorized $.001 par value preferred stock as the Series A Preferred. The Certificate of Designation and its filing was approved by our board of directors as of December 16, 2015 without shareholder approval as provided for in our articles of incorporation and under Nevada law.

The designations, rights and preferences of the Series A Preferred include:

 

The foregoing description of the Certificate of Designation is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

 

  

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.