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): January 14, 2019
ADVANTEGO CORPORATION
(Exact name of Registrant as specified in its charter)
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Colorado
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0-23726
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84-1116515
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(State or other
jurisdiction of
incorporation)
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(Commission File
No.)
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(IRS Employer
Identification
No.)
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3801 East Florida Ave., Suite 400, Denver, CO 80210
(Address of principal executive offices, including Zip
Code)
Registrant’s telephone number, including area
code: (855) 448-2346
(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 obligations of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17CFR
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-14c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§203.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§204.12b-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
On
January 14, 2019 the Company entered into an agreement with Aska
Electronics Co., Ltd of China.
ASKA,
is a manufacturer of Bluetooth headphones, sport earbuds and
associated listening devices and provides its products as an OEM
and as an ODM for projects worldwide.
Under
the Agreement:
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ASKA will provide
its design and manufacturing services for the Company’s
customers.
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the Company will
provide branding, sales and distribution services for existing and
newly developed products that ASKA manufactures for sale in the
North American market;
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the Company will
receive 2% of Aska’s gross revenues resulting from the sales
of its products in North America, and
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Aska will receive
up to 700,000 shares of the Company’s preferred shares, with
the exact number of shares depending on Aska’s North American
sales revenue for 2018, estimated to be $14,000,000.
The
Agreement contemplates the Company receiving a guaranteed minimum
of $280,000 in gross profit for calendar year 2019.
Each
Preferred Share is convertible into one share of the
Company’s common stock.
The
Company, upon no less than thirty days written notice, may redeem
the Preferred Shares at a price of $2.00 per share.
The
Preferred shares will automatically convert into shares of the
Company’s common stock if the Company’s common stock
closes at a price of $2.20 or more during any 30 consecutive
trading days and if the average trading volume of the
Company’s common stock during such 30 consecutive trading
days is at least 10,000 shares per day.
A
“leak out provision” will be established such that Aska
may not sell more than 100,000 shares per month with sales per
trading day limited to no more than 15% of the total trading volume
that day.
The
closing of the transaction is subject to final Company board
approval.
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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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ADVANTEGO
CORPORATION
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Dated January 18,
2019.
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By:
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/s/ Robert W.
Ferguson
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Robert W. Ferguson |
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Chief Executive
Officer
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