Attached files
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| EX-10.1 - EXHIBIT 10.1 - SPENDSMART NETWORKS, INC. | ex10-1.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): October 5,
2017
SPENDSMART NETWORKS, INC.
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DELAWARE
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000-27145
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33-0756798
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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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805
Aerovista Place, Suite 205
San
Luis Obispo, CA 93401
(Address
of principal executive offices)
(866)
497-6081
(Registrant’s
telephone number, including area code)
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 of
1933 (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(e) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth
company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
SpendSmart
Networks, Inc. (the “Company”) and Eclipse Marketing
LLC, a Delaware limited liability company (the
“Purchaser”) entered into a Stock Purchase Agreement
dated as of October 5, 2017 (the “Purchase Agreement”)
pursuant to which the Company agreed to sell to the Purchaser all
of its operating assets (the “Asset Sale’). The Asset
Sale will be effected by the sale to the Purchaser of all of the
capital stock of SpendSmart Networks, Inc., the Company’s
wholly owned subsidiary (the “Subsidiary”). At the
closing of the Asset Sale, the Subsidiary will own all of the
Company’s operating assets. The purchase price to be paid by
the Purchaser is $2,150,000 in cash payable at the Closing. The
Purchaser has agreed to assume ordinary course trade accounts
payable relating to the Company’s bonuses, the
Company’s deferred revenue and accrued time off from the
Company’s employees as more fully described in the Purchase
Agreement. Proceeds from the Asset Sale will be used principally to
pay accounts payable and outstanding promissory notes and to
provide working capital for the non-operating activities of the
Company pending the closing of a transaction with an operating
company. The Purchase Agreement contains extensive representatives
and warranties as to the purchased assets, the Company and the
Subsidiary and provides for indemnification arising from, inter
ala, breaches of representations and warranties. Closing of the
Asset Sale is subject to the satisfaction of certain conditions
including approval by the Company’s
stockholders.
The
above description of the Purchase Agreement is qualified in its
entirety by reference to the Purchase Agreement attached
hereto.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit No.
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Description
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Stock
Purchase Agreement dated as of October 5, 2017
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EXHIBIT INDEX
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Exhibit No.
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Description
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Stock
Purchase Agreement dated as of October 5, 2017
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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.
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Date: October
11, 2017
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SPENDSMART
NETWORKS, INC.
By:
/s/ Luke
Wallace
Chief
Executive Officer
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