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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
(Amendment No. 1)
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 17, 2016
BIM HOMES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-55489 | 47-4184146 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
3136 Mission Gorge Road, Suite 111 San Diego, CA |
92120 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (858) 459-1133
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.)
| [ ] | 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)) |
Explanatory Note:
BIM Homes, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) to correct some inadvertent errors which occurred in the filing of the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2016 (the “Original Form 8-K”), including (i) referencing an incorrect number of shares of common stock (2,495,000 rather than the correct number of 2,500,000)) underlying the acquired warrants, (ii) referencing an incorrect number of warrants (2,000,000 rather than the correct number of 2,005,000) purchased by Armada Enterprises GP, LLC, as set forth in the table under Item 5.01 of the Original Form 8-K, (iii) referencing incorrect aggregate consideration paid for shares and warrants by Jason Offenhartz ($7,500 rather than the correct number of $75,000), RNG Studios, Inc. ($37,000 rather than the correct number of $370,000) and MC2 Consulting, Inc ($5,000 rather than the correct number of $50,000), as set forth in the table under Item 5.01 of the Original Form 8-K, and (iv) inadvertently omitting Item 9.01 and the exhibits to the Original Form 8-K. This Amendment No. 1 is being filed with the SEC to correct and replace the Original Form 8-K with correct filing information and the exhibits. No other changes are made to the Original Form 8-K.
Item 5.01. Changes in Control of Registrant.
Effective June 17, 2016, certain stockholders and warrant holders of BIM Homes, Inc. (the “Company”) sold an aggregate of 2,495,000 shares of the Company’s common stock and warrants to purchase 2,500,000 shares of the Company’s common stock, resulting in a change of control of the Company. The purchasers and the respective number of securities purchased were as follows:
| Name of Purchaser | No. of Shares Purchased | No. of Warrants Purchased | Aggregate Consideration Paid for Shares and Warrants | Percent of Outstanding Shares Held by Purchaser as a Result of Purchase (1) | ||||||||||||
| Armada Enterprises GP, LLC (“Armada”) | 2,000,000 | 2,005,000 | $ | 200,000 | 76.0 | % | ||||||||||
| Jason Offenhartz | 75,000 | 75,000 | 75,000 | 2.9 | % | |||||||||||
| RNG Studios, Inc. | 370,000 | 370,000 | 370,000 | 14.1 | % | |||||||||||
| MC 2 Consulting, Inc. | 50,000 | 50,000 | 50,000 | 1.9 | % | |||||||||||
| (1) | Based on 2,630,000 shares outstanding as of June 17, 2016. |
Each of the purchasers used its or his own funds for the respective purchase.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Document | |
| 10.1 | Securities Purchase Agreement, dated May 4, 2016, between Armada Enterprises GP, LLC and certain selling shareholders and warrant holders of BIM Homes, Inc., pursuant to which 2,000,000 shares of common stock and 2,005,000 warrants were sold by third parties to Armada Enterprises GP, LLC. | |
| 10.2 | Securities Purchase Agreement, dated June 3, 2016, between Jason Offenhartz and certain selling shareholders and warrant holders of BIM Homes, Inc. represented by Armada Enterprises GP, LLC, pursuant to which 25,000 shares of common stock and 25,000 warrants were sold by third parties to Jason Offenhartz. | |
| 10.3 | Securities Purchase Agreement, dated June 6, 2016, between Jason Offenhartz and certain selling shareholders and warrant holders of BIM Homes, Inc. represented by Armada Enterprises GP, LLC, pursuant to which 50,000 shares of common stock and 50,000 warrants were sold by third parties to Jason Offenhartz. | |
| 10.4 | Securities Purchase Agreement, dated June 8, 2016, between RNG Studios, Inc. and certain selling shareholders and warrant holders of BIM Homes, Inc. represented by Armada Enterprises GP, LLC, pursuant to which 370,000 shares of common stock and 370,000 warrants were sold by third parties to RNG Studios, Inc. |
| 10.5 | Securities Purchase Agreement, dated May 5, 2016, between MC 2 Consulting, Inc. and certain selling shareholders and warrant holders of BIM Homes, Inc. represented by Armada Enterprises GP, LLC, pursuant to which 50,000 shares of common stock and 50,000 warrants were sold by third parties to MC 2 Consulting, Inc. | |
| 10.6 | Class A Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to Armada Enterprises GP, LLC, representing the 401,000 warrants assigned by third parties to Armada Enterprises GP, LLC. | |
| 10.7 | Class B Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to Armada Enterprises GP, LLC, representing the 401,000 warrants assigned by third parties to Armada Enterprises GP, LLC. | |
| 10.8 | Class C Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. to Armada Enterprises GP, LLC, representing the 401,000 warrants assigned by third parties to Armada Enterprises GP, LLC. | |
| 10.9 | Class D Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. to Armada Enterprises GP, LLC, representing the 401,000 warrants assigned by third parties to Armada Enterprises GP, LLC. | |
| 10.10 | Class E Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. to Armada Enterprises GP, LLC, representing the 401,000 warrants assigned by third parties to Armada Enterprises GP, LLC. | |
| 10.11 | Class A Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to Jason Offenhartz, representing the 15,000 warrants assigned by third parties to Jason Offenhartz. | |
| 10.12 | Class B Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to Jason Offenhartz, representing the 15,000 warrants assigned by third parties to Jason Offenhartz. | |
| 10.13 | Class C Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. to Jason Offenhartz, representing the 15,000 warrants assigned by third parties to Jason Offenhartz. | |
| 10.14 | Class D Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. Jason Offenhartz, representing the 15,000 warrants assigned by third parties to Jason Offenhartz. | |
| 10.15 | Class E Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. to Jason Offenhartz, representing the 15,000 warrants assigned by third parties to Jason Offenhartz. | |
| 10.16 | Class A Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to RNG Studios, Inc., representing the 74,000 warrants assigned by third parties to RNG Studios, Inc. | |
| 10.17 | Class B Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to RNG Studios, Inc., representing the 74,000 warrants assigned by third parties to RNG Studios, Inc. |
| 10.18 | Class C Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to RNG Studios, Inc., representing the 74,000 warrants assigned by third parties to RNG Studios, Inc. | |
| 10.19 | Class D Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to RNG Studios, Inc., representing the 74,000 warrants assigned by third parties to RNG Studios, Inc. | |
| 10.20 | Class E Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to RNG Studios, Inc., representing the 74,000 warrants assigned by third parties to RNG Studios, Inc. | |
| 10.21 | Class A Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to MC 2 Consulting, Inc., representing the 10,000 warrants assigned by third parties to MC 2 Consulting, Inc. | |
| 10.22 | Class B Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to MC 2 Consulting, Inc., representing the 10,000 warrants assigned by third parties to MC 2 Consulting, Inc. | |
| 10.23 | Class C Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to MC 2 Consulting, Inc., representing the 10,000 warrants assigned by third parties to MC 2 Consulting, Inc. | |
| 10.24 | Class D Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to MC 2 Consulting, Inc., representing the 10,000 warrants assigned by third parties to MC 2 Consulting, Inc. | |
| 10.25 | Class E Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to MC 2 Consulting, Inc., representing the 10,000 warrants assigned by third parties to MC 2 Consulting, Inc. |
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.
| BIM HOMES, INC. | ||
| Dated: August 19, 2016 | By: | /s/ Milan Saha |
| Name: | Milan Saha | |
| Title: | Chief Executive Officer and President | |
EXHIBIT INDEX
| Exhibit No. | Description of Document | |
| 10.1 | Securities Purchase Agreement, dated May 4, 2016, between certain selling shareholders and warrant holders of BIM Homes, Inc. and Armada Enterprises GP, LLC, pursuant to which 2,000,000 shares of common stock and 2,005,000 warrants were sold by third parties to Armada Enterprises GP, LLC. | |
| 10.2 | Securities Purchase Agreement, dated June 3, 2016, between Jason Offenhartz and certain selling shareholders and warrant holders of BIM Homes, Inc. represented by Armada Enterprises GP, LLC, pursuant to which 25,000 shares of common stock and 25,000 warrants were sold by third parties to Jason Offenhartz. | |
| 10.3 | Securities Purchase Agreement, dated June 6, 2016, between Jason Offenhartz and certain selling shareholders and warrant holders of BIM Homes, Inc. represented by Armada Enterprises GP, LLC, pursuant to which 50,000 shares of common stock and 50,000 warrants were sold by third parties to Jason Offenhartz. | |
| 10.4 | Securities Purchase Agreement, dated June 8, 2016, between RNG Studios, Inc. and certain selling shareholders and warrant holders of BIM Homes, Inc. represented by Armada Enterprises GP, LLC, pursuant to which 370,000 shares of common stock and 370,000 warrants were sold by third parties to RNG Studios, Inc. | |
| 10.5 | Securities Purchase Agreement, dated May 5, 2016, between MC 2 Consulting, Inc. and certain selling shareholders and warrant holders of BIM Homes, Inc. represented by Armada Enterprises GP, LLC, pursuant to which 50,000 shares of common stock and 50,000 warrants were sold by third parties to MC 2 Consulting, Inc. | |
| 10.6 | Class A Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to Armada Enterprises GP, LLC, representing the 401,000 warrants assigned by third parties to Armada Enterprises GP, LLC. | |
| 10.7 | Class B Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to Armada Enterprises GP, LLC, representing the 401,000 warrants assigned by third parties to Armada Enterprises GP, LLC. | |
| 10.8 | Class C Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. to Armada Enterprises GP, LLC, representing the 401,000 warrants assigned by third parties to Armada Enterprises GP, LLC. | |
| 10.9 | Class D Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. to Armada Enterprises GP, LLC, representing the 401,000 warrants assigned by third parties to Armada Enterprises GP, LLC. | |
| 10.10 | Class E Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. to Armada Enterprises GP, LLC, representing the 401,000 warrants assigned by third parties to Armada Enterprises GP, LLC. | |
| 10.11 | Class A Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to Jason Offenhartz, representing the 15,000 warrants assigned by third parties to Jason Offenhartz. | |
| 10.12 | Class B Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to Jason Offenhartz, representing the 15,000 warrants assigned by third parties to Jason Offenhartz. |
| 10.13 | Class C Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. to Jason Offenhartz, representing the 15,000 warrants assigned by third parties to Jason Offenhartz. | |
| 10.14 | Class D Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. Jason Offenhartz, representing the 15,000 warrants assigned by third parties to Jason Offenhartz. | |
| 10.15 | Class E Warrant Certificate to Purchase Common Stock dated June 17, 2016, from BIM Homes, Inc. to Jason Offenhartz, representing the 15,000 warrants assigned by third parties to Jason Offenhartz. | |
| 10.16 | Class A Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to RNG Studios, Inc., representing the 74,000 warrants assigned by third parties to RNG Studios, Inc. | |
| 10.17 | Class B Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to RNG Studios, Inc., representing the 74,000 warrants assigned by third parties to RNG Studios, Inc. | |
| 10.18 | Class C Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to RNG Studios, Inc., representing the 74,000 warrants assigned by third parties to RNG Studios, Inc. | |
| 10.19 | Class D Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to RNG Studios, Inc., representing the 74,000 warrants assigned by third parties to RNG Studios, Inc. | |
| 10.20 | Class E Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to RNG Studios, Inc., representing the 74,000 warrants assigned by third parties to RNG Studios, Inc. | |
| 10.21 | Class A Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to MC 2 Consulting, Inc., representing the 10,000 warrants assigned by third parties to MC 2 Consulting, Inc. | |
| 10.22 | Class B Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to MC 2 Consulting, Inc., representing the 10,000 warrants assigned by third parties to MC 2 Consulting, Inc. | |
| 10.23 | Class C Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to MC 2 Consulting, Inc., representing the 10,000 warrants assigned by third parties to MC 2 Consulting, Inc. | |
| 10.24 | Class D Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to MC 2 Consulting, Inc., representing the 10,000 warrants assigned by third parties to MC 2 Consulting, Inc. | |
| 10.25 | Class E Warrant Certificate to Purchase Common Stock, dated June 17, 2016, from BIM Homes, Inc. to MC 2 Consulting, Inc., representing the 10,000 warrants assigned by third parties to MC 2 Consulting, Inc. |