AMBICOM HOLDINGS, INC (OTCMKTS:ABHI) Files An 8-K Entry into a Material Definitive Agreement


AMBICOM HOLDINGS, INC (OTCMKTS:ABHI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On May 5, 2017, the Company and Voosh, LLC (Voosh) entered into
an Amended and Restated Software License Agreement (the
Amended License Agreement). The Amended
License Agreement grants to Vooshs the exclusive right to the use
and distribution of the Companys optimization patent and software
in the Enterprise and SMB markets, and requires Voosh to pay to
the Company a royalty, quarterly, based on Vooshs gross revenues
from the sale and use of the Companys optimization patent and
software. Under the terms of the Amended License Agreement, the
royalty percent Voosh will pay the Company is 10% during the
first twelve months, 20% during the following twelve months, and
30% in perpetuity thereafter. Voosh is owned by The Cornell
Family Trust and Swoosh, LLC, majority holders of the common
stock of the Company.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

The sole member of the Board of Directors of the Company
determined to add additional members to the Board of Directors
who were familiar with the operations of the Company. On May 15,
2017, Kevin Cornell and Marvin J. Miller Jr. were appointed to
serve as members of the Companys Board of Directors of the
Company until the next annual meeting of the Shareholders of the

Mr. Cornell, 65, has held several senior management positions
within the computer industry. Mr. Cornell previously served on
the Board of Directors of the Company in 2015, and served as its
President from May 14, 2014 through December 3, 2015. Mr. Cornell
is currently the CEO of Voosh, LLC. Prior to his services as
President of the Company, Mr. Cornell served as the CEO and
co-founder of Veloxum Corp. from March 2008 to May 2014. Prior
thereto and from August 2005 to February 2008 Mr. Cornell was the
Chief Operating Officer and co-founder of Symphoniq Corporation
(n/k/a Coradiant Corp). From January 2003 to July 2005, he served
as the Senior Vice-President and General Manager of Finisar
Corporations Network Tools Division and from January 1999 to
January 2003, the Vice President and General Manager of Borland.
Mr. Cornell also was employed with Fulltime Software (n/k/a EMC),
MIPs, and Oracle. Mr. Cornell graduated from Ryerson University,
Toronto, Canada and holds four patents in fiber optics.

Voosh, LLC, of which Mr. Cornell is CEO, owns 30.33% of the
Companys issued and outstanding common stock. Voosh is 60% owned
by the Cornell Family Trust and 40% owned by Swoosh, LLC. Mr.
Cornell is a Trustee of the Cornell Family Trust, which owns
38.25% of the Companys issued and outstanding common stock.
Voosh, LLC and the Cornell Family Trust collectively own 68.58%
of the Companys issued and outstanding common stock, which
provides the Cornell Family Trust and Voosh with the majority
control of the Company. There is no arrangement or understanding
among members of both Voosh, LLC and the Cornell Family Trust and
their associates with respect to the election of directors or
other matters.


Mr. Cornell will serve as a member of the Board without

Mr. Miller, 56, recently lead the legal team that resulted in the
retention by the Company of its optimization patent in the
recently concluded San Jose Action. Previously, from July 2014
through July 2016, Mr. Miller was General Counsel Managing
Director of Pelican Point Media, LLC and Pelican Point Capital
Partners, LLC. Prior to that, from July 1996 through July 2014,
Mr. Miller was a partner at Winston Strawn, LLP, where in
addition to leading the team prosecuting the Companys
optimization patent, he represented domestic and international
corporate and financial institutions, hedge funds, and
governmental entities in connection with a range of financing,
corporate restructurings and commercial transactions, and from
September 1990 through July 1996 he was an associate at White
Case, LLP. Mr. Miller graduated from DePaul University, and
received his law degree from Fordham University, School of Law.

Mr. Miller will serve as a member of the Board without

On May 15, 2017, the Board of Directors of the Company approved
and extension of the current contract of Alain Lewand, Chief
Executive Officer of the Company, through December 31, 2017. Mr.
Lewand will continue to receive cash compensation of $5,000 per
month and a stock award of $5,000 per month priced as of the
close of the first trading day of each month during his contract

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Number Description
10.1 Amended and Restated License Agreement dated May 5, 2017
between AmbiCom Holdings, Inc. and Voosh, LLC.



AmbiCom Holdings, Inc. is a holding company. The Company’s operating subsidiary, AmbiCom, Inc., is a designer and developer of wireless products focusing on the wireless medical industry. AmbiCom, Inc.’s wireless modules and devices are based on its application software and wireless fidelity (Wi-Fi) or Bluetooth technologies. The Company’s subsidiary, Lagranger, Inc., is a designer and developer of optimizer of gaming infrastructure configuration settings. It purchases standard wireless products, and designs and develops features and packaging to customize these products to their target original equipment manufacturer (OEM). The Company optimizes server infrastructure configuration settings using its Active Continuous Optimization (ACO). Its products include routers, Compact flash Adapters/Modules, universal serial bus (USB) Adapters/Modules, Mini Payments Peripheral Component Interconnect (PCI) Modules, PCI Express Mini Modules, mobile wireless products and optimization service.


AMBICOM HOLDINGS, INC (OTCMKTS:ABHI) closed its last trading session down -0.00040 at 0.00150 with 9,177,903 shares trading hands.