AERKOMM INC. (OTCMKTS:AKOM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
The information contained in Item 3.02 below is incorporated
herein by reference.
Item 3.02 Unregistered Sale of Equity
Securities.
On March 31, 2017, Aerkomm Inc. (the Company) completed its
private placement offering (the Offering) of up to a maximum of
500,000 shares (the Shares) of the Companys common stock, $0.001
par value per share, at a price of $3.00 per share for an
aggregate of $1,500,000 (the Maximum Amount). The Company sold
the Maximum Amount in the Offering.
The subscription agreements between the Companyand each of the
investors in the Offering provide that the Company will file with
the Securities and Exchange Commission not later than ninety (90)
days after the date of the final closing of the Offering a
registration statement on an appropriate form covering the resale
of the Shares.
The sales of the Shares were exempt from the registration
requirements of the Securities Act of 1933 by virtue of Section
4(a)(2) thereof and Regulation D promulgated thereunder, as
transactions by an issuer not involving a public offering.The
purchasers of the securities represented their intention to
acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof, and
appropriate restrictive legends are being affixed to the
certificates evidencing the Shares issued in the Offering.All
purchasers of the securities represented and warranted, among
other things, that they were accredited investors within the
meaning of Rule 501 of Regulation D, that they had the knowledge
and experience in financial and business matters necessary to
evaluate the merits and risks of an investment in the Company,
that they had the ability to bear the economic risks of the
investment, and that they had adequate access to information
about the Company.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 31, 2017, the Board of Directors of the Company
appointed Mr. Y. Tristan Kuo as the Companys Chief Financial
Officer, effective as of April 10, 2017.
On the same date, the Company entered into an employment
agreement with Mr. Kuo (the Employment Agreement), to which the
Company agreed to pay Mr. Kuo an annual salary of $100,000, plus
a guaranteed bonus of $85,000 payable on the earlier of (i) the
first anniversary of Mr. Kuos employment or (ii) upon closing of
an equity or equity linked financing in which the Company or its
subsidiaries raises at least $15 million. Mr. Kuo will also be
entitled to an annual bonus as recommended by the Companys Chief
Executive Officer and approved by the Board of Directors. In
addition, the Company agreed to grant Mr. Kuo an option to
purchase 300,000 shares of the Companys common stock, with one
quarter of the shares underlying the option to be vested
immediately and the remaining shares to be vested equally over
three years on each anniversary of Mr. Kuos employment. Such
option will be granted under an equity incentive plan once such
plan is approved by the Companys stockholders. In addition,
during the first nine months of Mr. Kuos employment or until he
relocates, if earlier, the Company also agreed to provide a
furnished living accommodation, a car allowance of $400 per
month, and a personal travel allowance of $600 per month for Mr.
Kuo to visit his spouse or vice versa. The Company also agreed to
pay up to $6,000 in relocation expenses, should Mr. Kuo decide to
relocate. The Company will also be responsible for medical
insurance under the Companys medical plan or will reimburse the
premium of a medical plan that is comparable to the medical plan
offered to other employees. Mr. Kuo will also be eligible to
participate in other standard benefits plans offered to similarly
situated employees by the Company from time to time.
The Employment Agreement also contains covenants prohibiting Mr.
Kuo from competing with the Company during his employment, or
from soliciting any employees or consultants of the Company for a
period of two years after his employment ends. The Employment
Agreement also contains customary confidentiality provisions. The
Employment Agreement may be terminated by either party for any
reason upon 30 days notice. If Mr. Kuos employment is terminated
by the Company without cause, then the portion of stock options
to be vested for the year if completed shall be vested
immediately.
Mr. Kuo, age 62, has more than 30 years of experience in
accounting, financing and information systems for companies in
the bio-pharmaceutical, manufacturing, commodity trading and
banking industries and has served in the capacity of CFO, CIO and
Controller. Mr. Kuo serves as the Vice President of Investor
Relations of Nutrastar International Inc. (OTCPK: NUIN), a China
based producer and supplier of commercially cultivated Cordyceps
Militaris, since April 2016. Mr. Kuo has also served as the Chief
Financial Officer of Success Holding Group International, Inc., a
provider of personal improvement seminars,from August 2015 to
April 2017. Prior to that, he served as CFO/CIO Partner of Tatum,
a management and advisory services firm, from December 2014 to
August 2015, as an independent board member and audit committee
chairman of KBS Fashion Group Limited (NASDAQ: KBSF) from August
2014 to May 2015, and as the Chief Financial Officer of Crown
Bioscience, Inc. from June 2012 to November 2013. Prior to that,
Mr. Kuo served as Chief Financial Officer of China Biologic
Products, Inc. (NASDAQ: CBPO), a Chinese biopharmaceutical
company, from June 1, 2008 to May 31, 2012 and served as its Vice
President Finance between September 2007 and May 31, 2008. Prior
to that, Mr. Kuo worked for the Noble Group in Hong Kong as the
Senior Business Analysis Manager from February through August
2007 and as the Controller, Vice President Finance and CFO of
Cuisine Solution, Inc., a then publicly traded company in
Alexandria, Virginia, from December 2002 to January 2007. Mr. Kuo
also served as the Vice President of Information System for Zinc
Corporation of America in Monaca, Pennsylvania from 2001 and 2002
and as Chief Information Officer and Controller of Wise Metals
Group in Baltimore, Maryland, the largest independent aluminum
sheet producer in the U.S., from 1991 to 2001. Mr. Kuo obtained
his Masters degree in Accounting from The Ohio State University
and Bachelors degree in Economics from Soochow University in
Taipei.
Mr. Kuo was elected until his successor is duly elected and
qualified. There are no arrangements or understandings between
Mr. Kuo and any other persons to which he was selected as an
officer. There is no family relationship that exists between Mr.
Kuo and any directors or executive officers of the Company. In
addition, there has been no transaction, nor is there any
currently proposed transaction between Mr. Kuo and the Company,
that would require disclosure under Item 404(a) of Regulation
S-K.
The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement filed as
Exhibit 10.2 to this Form 8-K, which is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
|
Exhibit No. |
Description of Exhibit |
|
10.1 |
Form of Common Stock Subscription Agreement (incorporated |
|
10.2 |
Employment Agreement, dated March 31, 2017, between Aerkomm |
About AERKOMM INC. (OTCMKTS:AKOM)
Aerkomm Inc., formerly Maple Tree Kids, Inc., is a provider of in-flight connectivity and entertainment (IFEC) solutions. The Company provides airline passengers with a broadband in-flight experience that encompasses a range of service options. The Company’s service options include wireless fidelity (Wi-Fi), cellular networks, movies, gaming, live television and music. The Company offers its services through both built-in in-flight entertainment systems, such as a seat-back display, as well as on passengers’ personal devices. The Company also provides content management services and e-commerce solutions. The Company partners with airlines and offers airline passengers free IFEC services. It focuses on offering PlayStation, Xbox and other console games. The Company focuses on offering the AirCinema solution. AirCinema utilizes the pico projector technology to bring supersized screen display onboard airplanes. It focuses on offering a system of real-time flight information back-up. AERKOMM INC. (OTCMKTS:AKOM) Recent Trading Information
AERKOMM INC. (OTCMKTS:AKOM) closed its last trading session at 0.0000 with shares trading hands.