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): November 15, 2016
SYMBID CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-177500
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45-2859440
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Marconistraat 16
3029 AK Rotterdam, The Netherlands
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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+
31 (0) 1 089 00 400
(Registrant’s
telephone number, including area code)
Not
applicable
(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 Agreement
Debt Restructuring
On
November 15, 2016, we entered into a Note Termination and
Conversion Agreement with each of the holders of our 2016 3-year,
8% unsecured convertible notes (the “2016 Notes”),
pursuant to which the holders agreed to the termination of their
2016 Notes in exchange for their receipt of equity participation
rights in Symbid Coöperatie U.A. (“SC”). An
aggregate of $550,000 in principal amount of 2016 Notes together
with all accrued interest due thereon was cancelled and
participation rights representing an aggregate of 18.75% of the
equity in SC was issued.
On
November 15, 2016, we entered into a Note Termination and
Conversion Agreement with each of the holders of our 2015 3-year 8%
unsecured convertible notes (the “2015 Notes”) pursuant
to which the holders agreed to the termination of their respective
2015 Notes in exchange for equity participation rights in SC and/or
a right of first refusal with respect to any direct or indirect
activities of Symbid Corp. and related entities and any future
group companies in the field of funds activities and mandates for
asset management in the small and medium enterprise
(“SME”) segment. As to Symbid Corp., the right of first
refusal shall terminate if and when there is a change in control of
Symbid Corp. involving another entity with business activities
different from those currently undertaken by Symbid Corp. In
connection with the foregoing, one note holder of $1,175,000 in
principal amount of 2015 Notes agreed to receive the right of first
refusal pursuant to a Right of First Refusal Agreement executed on
November 15, 2016, in combination with an equity participation in
SC while all of the other holders agreed to receive equity
participation rights in SC. An aggregate of $1,310,000 in principal
amount of 2015 Notes together with all accrued interest due thereon
was cancelled and participation rights representing an aggregate of
6.5% of the profit rights in SC was issued. The Note Termination
and Conversion Agreements also provided for the termination of
pre-emptive rights which holders of the 2015 Notes had been granted
in connection with their purchases of 2015 Notes.
On
November 15, 2016, the note holder entered into the Right of First
Refusal Agreement (“ROFRA”) described above, with us,
Symbid Holding B.V. (“Symbid Holding”), SC, Stichting
Symbid IP Foundation (“IP Foundation”), Korstiaan
Zandvliet, Maarten van der Sanden and Robin Slakhorst. The ROFRA
requires Symbid Corp. and related parties to inform the note holder
in writing, accompanied by a reasonably detailed business plan, of
any asset management activities to be undertaken by any of the
Symbid group companies after having developed a material marketing
plan at least 60 days before such intended asset management
activity is marketed. The note holder shall have 15 days after
receipt of notice to inform the Symbid Corp. related parties as to
its intention to exercise the right of first refusal. The ROFRA has
a term which runs through December 31, 2020.
2
On
November 15, 2016 Symbid B.V. entered into an agreement with
Voyager Beheer BV (“Voyager”) and SC which provided for
the termination of a September 15, 2011 €66,950 promissory
note from Symbid B.V. to Voyager, including all accrued interest
due thereon, in consideration of the grant to Voyager of a 1.33%
participation in SC.
On
November 15, 2016 Symbid B.V. entered into an agreement with
Rabobank Leiden-Katwijk (“Rabobank”) and SC pursuant to
which Symbid B.V.’s outstanding €52,959 debt to
Rabobank and all accrued interest due thereon will be transferred
to and assumed by SC. The agreement further provided that a related
line of credit with an amount due of €60,500 be transferred
to and assumed by SC. The agreement contains a condition precedent
for an approval required by RVO, a Dutch government agency, for the
transaction to be completed.
On
November 18, 2016 we settled approximately €101,000 in debts
with two creditors through agreements with SC under which the
creditors agreed to the termination of the debts in consideration
of receiving participation rights in SC aggregating to 5% of
SC.
On
November 1, 2016 Symbid B.V. entered into agreements with SC and
persons having employment agreements with Symbid B.V., providing
for the termination of all Symbid B.V. employment agreements and
the entry into new agreements between such employees and
SC.
3
On
November 15, 2016 SC assumed certain debts and obligations from
Symbid B.V. in consideration of cancellation of the current account
between Symbid B.V. and SC and office furniture from Symbid B.V. to
be obtained in return by SC, under the suspending condition that
all other debts and obligations of Symbid B.V. are settled, with
the exception of any liabilities owed to Symbid Corp. or Symbid
Holding B.V. by Symbid B.V.
License Agreements
On
November 15, 2016 Symbid B.V. and SC entered into a License
Termination Agreement which terminated the April 13, 2011 License
Agreement between them retroactive to November 1,
2016.
On
November 15, 2016 IP Foundation and Symbid Holding executed
Addendum 2 to their Intellectual Property License and Transfer
Agreement dated October 16, 2013 to enable IP Foundation to grant a
non-exclusive license to SC in return for SC’s bearing the
costs for the further development of the related software,
intellectual property rights and know-how. This was done in
recognition of the fact that Symbid Holding is no longer able to
continue development of the software in compliance with applicable
Netherlands laws and regulations.
On
November 15, 2016 SC and IP Foundation entered into an Intellectual
Property License and Transfer Agreement (the
“Agreement”) with retroactive effect to November 1,
2016 pursuant to which IP Foundation granted SC a perpetual,
royalty free license which included the right to grant sublicenses
to affiliates of SC to use the Symbid online crowdfunding platform
to conduct crowdfunding business worldwide and to further develop
and maintain the platform. Any sublicenses granted to SC affiliates
are required to provide for the subsequent transfer of any
intellectual property rights and know how relating to the Symbid
platform created by such affiliates to SC. In the Agreement, SC
acknowledged and agreed that all intellectual property rights and
other ownership rights in the intellectual property would remain
with IP Foundation.
On
November 15, 2016 we settled approximately €15,000 in debts
with one creditor through a settlement agreement. The creditor is
the owner of the FAC monitoring technology intellectual property
rights for which we hold through our fully owned subsidiary FAC
B.V. the exclusive perpetual worldwide free of charge license. In
consideration of the settlement of €15,000 the terms of the
license will be changed to a non-exclusive perpetual worldwide free
of charge license.
Item
5.02 Departure of Directors or Certain Officers;
Election of Directors, Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
Robin
Slakhorst resigned as our Chief Commercial Officer and as a
Director effective the close of business on November 15, 2016. The
resignation of Mr. Slakhorst was not the result of any disagreement
with us on any matter related to our operations, policies or
practices.
Item
8.01 Other Events
Our
expenses have outpaced our revenues since our inception causing
liquidity issues and raising substantial doubt about our ability to
continue as a going concern. In recognition thereof, we have
implemented strategies to reduce expenses and restructure our
operations. Such restructuring, as described elsewhere in this
Report, will cause us to curtail certain of our operations and
change our business focus from the operation of online funding
platforms and the provision of software solutions for the
alternative financing market for the SME market to the licensing of
available software packages for which we own or license the
intellectual property.
The
revised business model will require fewer employees, advisors and
consultants and will be more economical to operate than our past
operations. Over the past few years we have developed several
software products suitable for the alternative market which we will
continue to offer to and operate with third parties. Such products
and related services include white label versions of crowdfunding
software for investor groups and monitoring software to provide
investors with ongoing insight into the performance of SMEs to
which they have loaned money. Related licensing fees and
subscription agreements may include set fees and yearly
contribution fees.
4
Our
goal is to substantially reduce or eliminate our debt, continue to
operate our business and negotiate a possible acquisition or other
business combination with another operating entity. There can be no
assurance that we will be successful in this endeavor or that if a
business combination is consummated that it will be on favorable
terms. In the interim, we will continue forward with our ongoing
business operations.
As the
result of the restructuring, our previous crowdfunding platform in
the Netherlands will be operated through SC. We previously
controlled and operated SC through corporate governance but as the
result of the restructuring, SC has become an independent entity.
As we do not currently have the resources available to continue the
software development of the online funding platform, SC will be
required to further develop the software for operating the
crowdfunding platform under the laws and regulations of The
Netherlands before January 1, 2017 in order to remain compliant. SC
has, in return for reimbursing the further development of the
software, been granted a non-exclusive license to the intellectual
property from IP Foundation in order to continue crowdfunding
operations in The Netherlands. We will continue to hold an
identical non-exclusive license to the intellectual property of the
crowdfunding platform whereby we will be allowed to use the most up
to date versions of the software and other intellectual
property.
5
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.
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SYMBID
CORP.
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Date: November
22, 2016 |
By:
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/s/
Korstiaan
Zandvliet
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Name:
Korstiaan
Zandvliet
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Title:
President
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