bBooth, Inc (OTCMKTS:BBTH) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01. Entry into a Material Definitive Agreement.
Effective February 14, 2017, we entered into a Securities
Purchase Agreement, (the Purchase Agreement), by and between an
otherwise unaffiliated, accredited investor (the Purchaser) and
us in connection with our issuance and sale to the Purchaser of
shares of our Series A Preferred Stock under the terms and
conditions as set forth in the Purchase Agreement (the Sale).
In connection with the Sale, our Board of Directors (our Board)
authorized and approved a series of preferred stock to be known
as Series A Convertible Preferred Stock, for which 1,050,000
shares, $0.0001 par value per share, were authorized and a
Certificate of Designations, Preferences and Rights of the Series
A Convertible Preferred Stock, (the Certificate), was filed with
the Office of the Secretary of State of the State of Nevada (the
State) to effectuate the authorization. to the Purchase
Agreement, the purchase of shares of our Series A Preferred Stock
may occur in several tranches (each, a Tranche; and,
collectively, the Tranches). The first Tranche of $300,000
($315,000 in stated value, represented by 315,000 shares of our
Series A Preferred Stock) closed simultaneously with the
execution of the Purchase Agreement on February 14, 2017 (the
First Closing), and each additional Tranche shall close at such
times and on such financial terms as may be agreed to by the
Purchaser and us.
to the terms of the Purchase Agreement, the shares of our Series
A Preferred Stock issued in the First Closing are to be redeemed
by us in five (5) equal weekly payments (each, a Redemption
Payment), commencing in approximately 180 days from the First
Closing. All but one of the Redemption Payments may be made by us
in cash or in shares of our common stock, at our option. One of
the Redemption Payments must be made in shares of our common
stock. Redemption Payments made using shares of our common stock
will be valued based upon a VWAP formula, tied to the
then-current quoted price of shares of our common stock,
described with greater particularity in the Purchase Agreement.
The foregoing does not purport to be a complete description of
the rights and obligations of the parties under the Purchase
Agreement and the Certificate, and is qualified in its entirety
by reference to complete copies of such documents, which are
filed as Exhibits 10.1 and 10.2, respectively, to this Current
Section 2 Financial Information
Item 2.03. Creation of a Direct Financial
The information contained in Item 1.01 Entry into a Material
Definitive Agreement above with respect to the mandatory
redemption of the shares of our Series A Convertible Preferred
Stock in the principal amount of $300,000 plus accrued
origination fees and dividends is responsive to this Item 2.03
and is incorporated by reference herein.
Section 3 Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity
As further described above in Item 1.01, effective February 14,
2017, we issued 315,000 shares of our Series A Preferred Stock to
the Purchaser. The Purchaser is an accredited investor (as that
term is defined in Regulation D of the Securities Act of 1933, as
amended, and, in issuing securities to the Purchaser, we relied
on the exemption from the registration requirements of the
Securities Act provided by Rule 506(b) of Regulation D
promulgated thereunder by the Securities and Exchange Commission
(the Commission) and/or Section 4(a)(2) of the Securities Act.
Section 4 Matters Related to Accountants and Financial
Item 4.01. Changes in Registrants Certifying
(a) Dismissal of ANTON CHIA, LLP as Principal
On February 15, 2017, our Audit Committee of our Board dismissed
Anton Chia, LLP (AC), as our principal independent registered
public accounting firm.
The reports of AC on our consolidated financial statements for
our fiscal years ended December 31, 2015 and December 31, 2014
did not contain an adverse opinion or disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit
scope or accounting principles, except to indicate that there was
substantial doubt about our ability to continue as a going
concern due to our substantial operating losses, working capital
deficiencies and dependence on future capital contributions or
financing to fund ongoing operations.
During our past two fiscal years ended December 31, 2015 and
December 31, 2014 and in the subsequent interim period through
February 15, 2017 (the Relevant Period), there have been no
disagreements, as that term is defined in Item 304(a)(1)(iv) and
the related instructions of Regulation S-K, promulgated by the
Commission, to the Securities Exchange Act of 1934, as amended,
with AC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of AC,
would have caused AC to make reference to the subject matter of
the disagreement(s) in connection with its report on our
We provided AC with a copy of the disclosures in this Current
Report prior to filing with the Commission. A copy of ACs letter
dated February 15, 2017 to the Commission, stating whether it
agrees with the statements made in this Current Report, is filed
as Exhibit 16.1 to this Current Report.
(b) Appointment of Weinberg Company, P.A. as Principal
On February 15, 2017, our Audit Committee appointed Weinberg
Company, P.A. (Weinberg), as our principal independent registered
public accounting firm to audit our financial statements for our
fiscal year ended December 31, 2016.
During the Relevant Period, neither we, nor (to our knowledge)
anyone acting on our behalf, consulted with Weinberg regarding
(i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit
opinion that might be rendered on the our financial statements;
(iii) any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure that was the
subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) and the related instructions of Regulation S-K; or
(iv) any reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
Section 7 Regulation FD
ITEM 7.01. Regulation FD Disclosure.
On February 21, 2017, we issued a press release announcing the
Purchase Agreement. The press release is furnished as Exhibit
99.1 to this Current Report.
Section 9 Financial Statements and Exhibits
ITEM 9.01. Financial Statements and Exhibits
Securities Purchase Agreement by and between the Company and
the Purchaser, dated February 13, 2017.
Certificate of Designations, Preferences and Rights of the
Series A Convertible Preferred Stock, dated February 13,
Letter from Anton Chia, LLP, dated February 15, 2017 to the
Securities and Exchange Commission.
|99.1||Press release dated February 21, 2017.|
About bBooth, Inc (OTCMKTS:BBTH)
bBooth, Inc. is focusing on the manufacture and operation of Internet-connected, kiosk-sized, audio-video recording studios, branded and marketed under the name of bBooth, which are integrated into a social media, messaging, gaming, music streaming and video sharing application. The Company’s business has evolved from one-based mainly on its mall-based bBooth kiosks and mobile applications, focused on talent discovery, to a cloud-based, enterprise level platform, tentatively branded as NOTIFI, developed to address markets that includes corporate users, consumer brands and media companies, among others, seeking internal and external messaging and communications capabilities. Offered through bBoothTech, the Company’s technology licensing division, the NOTIFI platform is a fully integrated mobile, desktop and Web-based application, with back-end administration and data collection capabilities. It has not generated any revenues. bBooth, Inc (OTCMKTS:BBTH) Recent Trading Information
bBooth, Inc (OTCMKTS:BBTH) closed its last trading session down -0.006 at 0.111 with shares trading hands.