Bravatek Solutions, Inc. (OTCMKTS:BVTK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Effective December 21, 2017, Bravatek Solutions, Inc. (the “Company”) entered intoa Joint Venture Agreement (the “Agreement”) with DarkPulse Technologies, Inc., a corporation organized under the laws of the Province of New Brunswick, Canada (“DPT”), to which (1) the parties will form a joint venture limited liability company in Delaware to develop, market and sell products and services based on DPT’s patented BOTDA dark-pulse technology (the “Technology”) to be owned 40% by the Company and 60% by DPT; (2) the Company shall fund $10,000 in initial capital to the joint venture; and (3) and the joint venture shall have an irrevocable royalty-free non-exclusive license to use the Technology in the North America, Asia and European government, military and CI/KR (Critical Infrastructure / Key Resources) market segments.
The foregoing description of the Agreement and the terms thereof is qualified in its entirety by the full text of such agreement, which is filed as Exhibit 10.1 to, and incorporated by reference in, this report.
Item 3.02 Unregistered Sales of Equity Securities.
On October 19, 2017, the Company issued 1,851,851 shares of common stock to Carebourn Capital LP (“Carebourn”) in partial satisfaction of its obligations under, and the holder's election to convert a $5,000 principal portion of, the Company's convertible promissory note issued to Carebourn on March 24, 2016.
On October 19, 2017, the Company issued 1,851,851 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $5,000 principal portion of, the Company's convertible promissory note issued to Carebourn on February 8, 2016.
On October 19, 2017, the Company issued 1,851,851 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $5,000 principal portion of, the Company's convertible promissory note issued to Carebourn on June 3, 2016.
On November 8, 2017, the Company issued 34,630,160 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $51,955.58 principal portion and $4,145.28 of accrued interest of, the Company's convertible promissory note issued to Carebourn on May 4, 2017.
On November 10, 2017, the Company issued 13,260,075 shares of common stock to Union Capital, LLC (“Union”) in satisfaction of its obligations under, and the holder's election to convert $17,500 of principal and $732.60 of accrued interest of, the Company's $17,500 convertible promissory note issued to Union on May 1, 2017.
On November 16, 2017, the Company issued 37,933,748 shares of common stock to Union in satisfaction of its obligations under, and the holder's election to convert a $34,000 portion of principal and $1,468.05 of accrued interest of, the Company's first $50,000 convertible promissory note issued to Union on May 1, 2017.
On November 28, 2017, the Company issued 68,713,455 shares of common stock to Adar Bays, LLC (“Adar”) in partial satisfaction of its obligations under, and the holder's election to convert a $3,779.24 principal portion of, the Company's back-end convertible promissory note issued to Adar on December 19, 2014.
On November 29, 2017, the Company issued 17,896,183 shares of common stock to Union in satisfaction of its obligations under, and the holder's election to convert a $16,000 portion of principal and $732.93 of accrued interest of, the Company's first $50,000 convertible promissory note issued to Union on May 1, 2017.
On November 29, 2017, the Company issued 18,151,715 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $21,055.99 principal portion of, the Company's convertible promissory note issued to Carebourn on April 27, 2016.
On December 1, 2017, the Company issued 31,299,389 shares of common stock to Adar in partial satisfaction of its obligations under, and the holder's election to convert a $10,328.80 principal portion of, the Company's back-end convertible promissory note issued to Adar on December 19, 2014.
On December 1, 2017, the Company issued 55,960,735 shares of common stock to Union in satisfaction of its obligations under, and the holder's election to convert $50,000 of principal and $2,323.29 of accrued interest of, the Company's second $50,000 convertible promissory note issued to Union on May 1, 2017.
On December 13, 2017, the Company issued 40,000,000 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $45,600 principal portion of, the Company's convertible promissory note issued to Carebourn on June 9, 2017.
On December 19, 2017, the Company issued 26,525,529 shares of common stock to Union in satisfaction of its obligations under, and the holder's election to convert $25,000 of principal and $1,260.27 of accrued interest of, the Company's $25,000 back-end convertible promissory note issued to Union on May 1, 2017.
On December 21, 2017, the Company issued 41,000,000 shares of common stock to Carebourn in partial satisfaction of its obligations under, and the holder's election to convert a $45,100 principal portion of, the Company's convertible promissory note issued to Carebourn on June 9, 2017.
These issuances of shares were made in reliance on the exemption from registration provided by Sections 3(a)(9), 4(a)(1) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities of the registrant held by each shareholder, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, and the transactions did not involve a public offering.
Item 9.01 Financial Statements and Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this report:
| 10.1 | Joint Venture Agreement dated December 21, 2017 |
Bravatek Solutions, Inc. ExhibitEX-10.1 2 bvtk_ex101.htm JOINT VENTURE AGREEMENT bvtk_ex101.htmEXHIBIT 10.1 Joint Venture Agreement This Joint Venture Agreement (“Agreement”),…To view the full exhibit click here
About Bravatek Solutions, Inc. (OTCMKTS:BVTK)
Bravatek Solutions, Inc., formerly Ecrypt Technologies, Inc., provides security, defense and information security solutions, which assist corporate entities, governments and individuals in protecting their organizations and/or critical infrastructures against error, and physical and cyber-attack. The Company is engaged in marketing and distribution of allied security, defense and information security software, hardware and services, and telecom services. The Company’s products include software, hardware and services, and span a range of industries, including e-mail security, user authentication, robotics, telecommunications and cyber breach protection. The Company’s primary business operations are focused on expanding its marketing program of allied products and services. Additionally, the Company has developed and plans to sell an enterprise-level secure e-mail software appliance named Ecrypt One. Ecrypt One is an e-mail server with integrated security technology.