Elite Data Services, Inc. (OTCMKTS:DEAC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01, Joint Venture Agreement to Exhibit I of Amendment No.
2 to the Definitive Agreement. This current report on Form 8-K/A
(the Amendment) corrects a typographical error in the total
number of shares of Common Stock of the Company to be issued,
from 18,801,000 to 19,801,000, as correctly referenced in Exhibit
10.94, in the Original Form 8-K.
No other changes have been made to the Original Form 8-K. This
Amendment speaks as of the Original Filing Date, does not reflect
events that may have occurred subsequent to the Original Filing
Date, and does not modify or update in any way disclosures made
in the Original Form 8-K, only corrects the typographical error,
as described herein.
Item 1.01 Entry into a Material Definitive
Agreement.
Note Cancellation and Extinguishment
Agreement
On or about March 14, 2017, the Company and Baker Myers
Associates LLC, a Nevada limited liability company (“Baker
Myers,” an entity owned bySarah Myers, a former Secretary,
Treasurer and Director of the Company)executed a Note
Cancellation and Extinguishment Agreement (the Note Cancellation
Agreement), to which Baker Myers (also herein referred to as
Releasor) decided to exercise the entire Option Agreement for the
acquisition of Elite Data Marketing LLC, a Florida limited
liability company(the “EDM”), as set forth in the Share
Exchange Agreement, dated May 18, 2016, in which Releasor agreed
to forego and waive any and all right in, entitlement to or
interest in any principal, interest, late charges, reimbursable
attorneys fees, reimbursable expenses and any other sums due and
payable with respect to a total of Two Hundred Thousand Dollars
(US$200,000) of the final two (2) quarterly payments of the
Redeemable Note dated May 18, 2016 (the Cancelled Sum), and any
future payments due under the Cancelled Sum of the Redeemable
Note and all or any other of Releasors rights under the Cancelled
Sum of the Redeemable Note, thereby extinguishing and canceling
the Cancelled Sum of the Redeemable Note and terminating any and
all of Releasees obligations thereunder Cancelled Sum of the
Redeemable Note, effective as of March 14, 2017 (the Effective
Date), in exchange for the assignment and transfer by the Company
of any and all of the issued and outstanding membership interests
owned and held by Releasee representing a total of One Hundred
Percent (100%) of the ownership interest of EDM to Releasor on
the Effective Date (the Cancellation Transaction), to the
Assignment of Membership Interests (the Assignment), attached as
Exhibit A to the Note Cancellation Agreement, and including other
terms and conditions set forth therein.
The Cancellation Transaction and Assignment resulted in Elite
Data Marketing LLC no longer being a subsidiary of the Company,
with no further operational effect or obligation to the Company.
The foregoing description of theNote Cancellation Agreement and
Assignment are qualified in its entirety by reference to the Note
Cancellation Agreement and Assignment filed as Exhibit 10.91 to
this report and incorporated herein by reference.
Joint Venture Termination Agreement
On or about March 14, 2017, the Company and H Y H Investments,
S.A. (HYHI), a Honduras corporation executed a Joint Venture
Termination Agreement (the JV Termination Agreement), in which
the entire Joint Venture set forth in the original Joint Venture
Agreement (the Joint Venture), dated May 20, 2016, was rendered
null and void, except for the validity and enforceability of a
total of Three Million Nine Hundred Thousand Dollars
(US$3,900,000) represented by the first eight (8) quarterly
payments of the original Amended and Restated Redeemable Note
issued on or about May 20, 2016 in the amended principal amount
of Four Million Nine Hundred Thousand Dollars (USD $4,900,000),
in relation to the following payments: (A) two (2) separate
payments of Four Hundred Fifty Thousand Dollars (USD $450,000),
plus accrued interest to date, due on July 1, 2016 and October 1,
2016, respectively, for a total of Nine Hundred Thousand Dollars
(USD $900,000), and payable in cash or convertible into shares of
common stock of DEAC at a conversion priceequal to the lesser of
$0.01 per share or fifty percent (50%)to the five (5) trading day
average closing price immediately preceding the payment date, and
(B) the remaining balance of Four Million (USD $4,000,000)
payable in cash in a total of eight (8) equal quarterly
installments of Five Hundred Thousand Dollars (USD $500,000),
plus accrued interest to date, on the first day of each quarter
beginning with January 1, 2017 and ending on January 1, 2019,
convertible into shares of common stock of DEAC at fifty percent
(50%) discount to the five (5) trading day average closing price
immediately preceding the payment date, and other terms more
fully described in the amended note set forth in the Amended and
Restate Redeemable Note, thus cancelling the final two (2)
quarterly payments (seventh and eighth quarterly payments) of
Five Hundred Thousand Dollars (USD $500,000) each for a reduction
of One Million Dollars (UD$1,000,000) of the principal amount of
the Amended and Restated Redeemable Note, to the terms of the
Note Cancellation and Extinguishment Agreement (the Note
Cancellation Agreement), attached as Exhibit A to the JV
Termination Agreement, and any and all existing operations,
including, but not limited to, all of the assets and liabilities
of the Joint Venture remained in Elite Data Holdings S.A., a
Honduras corporation (EDH), as a wholly-owned subsidiary of Elite
Gaming Ventures LLC, a Florida limited liability company (EGV),
with the ownership interest of EGV assigned and transferred to
HYHI and/or its assigns as set forth in the Assignment (the
Assignment), attached as Exhibit A-1 to the Note Cancellation
Agreement, including other terms and conditions set forth
therein.
The termination of the Joint Venture resulted in Elite Gaming
Ventures LLC (and, its wholly-owned subsidiary, Elite Data
Holdings S.A.) no longer being a subsidiary of the Company, with
no further operational effect or obligation to the Company.
The foregoing description of theJV Termination Agreement, Note
Cancellation Agreement, and Assignment are qualified in its
entirety by reference to the JV Termination Agreement, Note
Cancellation Agreement and Assignment filed as Exhibit 10.92 to
this report and incorporated herein by reference.
Amendment No. 2 to the Definitive
Agreement
On or about March 14, 2017, the Company and WOD MARKET LLC, a
Colorado limited liability company (“WOD”), and WOD Holdings
Inc., a Delaware corporation (WODH), a newly formed entity, owned
and held by Brenton Mix and Taryn Watson, individually
(collectively referred to as the “WOD Controlling Member(s)”),
executed amendment No.2 to the definitive agreement (the
“Amendment No.2”), to which the parties agreed to the following
amended abbreviated terms:
1.The definition of Second Closing and Third and Final Closing in
the Original Agreement was amended and restated as follows:
Second Closing shall be amended and replaced with the meaning
of Subsequent Closings, as described and set forth
inSchedule 1.1, as amended.
Third and Final Closing shall be amended and replaced with
the meaning of Subsequent Closings, representing a closing
on the Controlling Equity Ownership, as described and set
forth inSchedule 1.1, as amended.
2.Section 1.1 of the Original Agreement was amended and restated
as follows:
Section 1.1Acquisition of WOD. Upon
the terms and subject to the conditions set forth in this
Agreement, DEAC shall acquire, from the WOD Controlling
Member(s), a certain percentage of the ownership interest in WOD
(the Equity Ownership), equal to not less than sixty percent
(60%) of the total Equity Ownership (the Controlling Equity
Ownership), in a series of closings in the form of one or more
capital contributions and equity exchanges, upon which WOD shall
become a controlled subsidiary of DEAC, after the closing on the
Controlling Equity Ownership has occurred, as described and set
forth inSchedule 1.1hereto.
3.Section 1.2 of the Original Agreement was amended and restated
as follows:
Section 1.2Agreement to Exchange WOD Units for
New DEAC Shares. to Section 1.1 hereinabove, (i) WOD
shall assign, transfer, convey and deliver the WOD Units to DEAC;
and in consideration and exchange therefor, DEAC shall; (ii)
issue and deliver the New DEAC Shares into Trust (as hereinafter
defined), in such amounts as described and set forth in
Schedule 1.2hereto (collectively referred to
as the “Equity Exchange(s)“).
4.Section 8.2(d) of the Original Agreement was amended and
restated as follows:
(d)By either DEAC or WOD, if the closing on the Controlling
Equity Ownership shall not have consummated before December 31,
2018;provided,however, that
this Agreement may be extended by written notice of either WOD or
DEAC if such closing shall not have consummated as a result of
WOD or DEAC having failed to receive all required regulatory
approvals or consents with respect to this transaction or as the
result of the entering of an order as described in this
Agreement; andfurther provided, however, that
the right to terminate this Agreement under this Section 8.2(d)
shall not be available to any party whose failure to fulfill any
obligations under this Agreement has been the cause of, or
resulted in, the failure of the Closing to occur on or before
this date;
5.The second paragraph of Section 8.3 of the Original Agreement
was amended and restated as follows:
Notwithstanding the foregoing, on the date of termination,
WOD Controlling Members shall have the right to either (a)
request the delivery of the proportional New DEAC Shares
represented by the Equity Exchanges, held in Trust (as
hereinafter defined), in which DEAC shall retain any and all
ownership interest in WOD Units owned and held as of such date,
or (b) forfeit any and all proportional New DEAC Shares held in
Trust (as hereinafter defined), representing the Equity Exchanges
as of such date, and request DEAC to return all WOD Units owned
and held as of such date, first Initial Shares for Initial
Closing Units, and then, in exchange for a payment from WOD or
WOD Controlling Members, at the sole discretion of DEAC, in the
form of either (i) a cash payment equal to two times (2x) the
amount of the aggregate total of all Additional Capital
Contributions (as defined in Schedule 1.1 herein) made by DEAC as
of such date, or (ii) a stock payment equal to two and one half
times (2.5x) the amount of the aggregate total of all Additional
Capital Contributions (as defined in Schedule 1.1 herein) made by
DEAC as of such date, to be issued in a parent entity of WOD, if
such exists at the time, at a per share price and type of
securities mutually determined at such time. Separately, DEAC
shall be required to repay any outstanding balance of Interim
Financings provided by WOD as set forth in Schedule 1.4(c)
herein. Upon the completion of a termination, neither party shall
have any further obligations to the other thereafter, except as
otherwise provided for herein in this Agreement.
6.Section 1.4(b) of Schedule 1.4 of the Original Agreement was
amended and restated as follows:
(b)Books and Records. On or before
the next Subsequent Closing after the First Closing as set forth
in Schedule 1.1 herein, DEAC shall complete all necessary
corporate actions to effect any and all outstanding DEAC
corporate matters, including, but not limited to, SEC filing of
Form 10K for the period ending December 31, 2015, Form 10Q for
period ending March 31, 2016, Form 10Q for period ending June 30,
2016, and other documentation required for DEAC to become a
compliant and fully reporting public company (the “SEC
Filing“), and on or before a Subsequent Closing related
to the Second Capital Threshold as set forth in Schedule 1.1
herein, WOD shall complete all necessary corporate actions to
effect any and all outstanding WOD corporate matters, including,
but not limited to, two years of audit financials for period
ending December 31, 2014, December 31, 2015, and December 31,
2016, including any other applicable year-end audit, and interim
reviewed financials for period ending the most recent financial
quarter in the applicable year, in accordance with US GAAP (the
“Books and Records“), in form acceptable to
DEAC and its auditors. Separately, DEAC must be current with all
federal tax return filings for periods ending 2013, 2014, 2015,
2016 and any other applicable year on or before a Subsequent
Closing related to the Second Capital Threshold.
7.Schedules 1.1 and 1.2 of the Original Agreement were amended
and restated, as more fully described in Exhibit I, attached
hereto and incorporated by reference as being a part of the
Original Agreement, as amended.
8.Schedule 1.4(c) of the Original Agreement, as amended, was
amended further to reflect the resignation of Sarah Myers as the
Secretary, Treasurer and Director of the Company, and the
concurrent new appointment of Richard Phillips as the Secretary
and Treasurer, in addition to his current position as a member of
the Board of Directors of the Company, effective immediately.
9.Schedule 1.4 of the Original Agreement was amended to include
the addition of Section 1.4(g) related to new contractor
agreements as follows:
(g)New Contractor Agreements. As a
condition of the First Closing, as amended, DEAC has agreed to
the execution of two (2) new contractor agreements: (A) Brenton
Mix, as Chief Executive Officer and Chief Financial Officer of
DEAC, in the form attached hereto as Exhibit C, and (B)
Richard Phillips, as the Secretary and Treasurer of
DEAC, in the form attached hereto as Exhibit D.
The Amendment No. 2 contained other terms and conditions and
customary provisions not referenced in the above description.
The foregoing description of the Amendment No.2 is qualified in
its entirety by reference to the Amendment No.2 filed as Exhibit
10.93 to this report and incorporated herein by reference.
Joint Venture Agreement to Exhibit I of Amendment No.
2 to the Definitive Agreement
On or about March 14, 2017, the Company WOD Holdings Inc., a
Delaware corporation (WODH) executed a Joint Venture Agreement
(the Joint Venture Agreement) to Exhibit I of the Amendment No. 2
to the Definitive Agreement (the Amendment No. 2), whereby the
parties agreed to form a Joint Venture (the Joint Venture) to
further develop and manage the current business of WOD Market
LLC, a Colorado limited liability company, as a provider of
intelligent retail solutions for gym owners and coaches,
including the management of retail sales, up front inventory
purchases, ongoing inventory management, payments, marketing, and
related services.
Under the terms of the Joint Venture, the initial ownership
interest of WOD was 20% owned by the Company, with the remaining
80% owned WODH, with the option of Company to provide additional
capital contributions to WOD in increments of not less than
$10,000 up to a total of $8 million dollars in the aggregate,
which included an equity exchange of up to a total of 800 units
(80%) of WOD owned initially by WODH to the Company for a total
of approximately 199,000 shares of Series B Preferred Stock and
approximately 19,801,000 shares of Common Stock of the Company
(the Shares) to be issued to WODH upon the completion of a final
closing on or before December 31, 2018, under the terms set forth
in Amendment No. 2.
Until a minimum of at least $4 million in additional capital
contributions have been made by the Company to WOD, resulting in
a controlling ownership interest of not less than 60% of WOD by
the Company, all the Shares of Company stock earmarked for the
equity exchange with WODH is being held in a Voting Trust (as
defined elsewhere in this filing), along with other key
shareholder positions, in order to recapitalize the Company post
a 1:1000 reverse split (which was previously approved), pending
effectiveness after the Company becomes a current and
fully-reporting public company.
The Joint Venture Agreement contained other terms and conditions
and customary provisions not referenced in the above description.
The foregoing description of the Joint Venture Agreement is
qualified in its entirety by reference to the Joint Venture
Agreement filed as Exhibit 10.94 to this report and incorporated
herein by reference.
Contractor Agreements to Exhibit C D of Amendment No.
2 to the Definitive Agreement
On or about March 14, 2017, the Company and Brenton Mix, an
individual (and, also the Chairman, Chief Executive Officer,
President and Chief Financial Officer of the Company) (Mix)
executed a Contractor Agreement (the “Mix Agreement”) to
formalize the engagement Mix ( to his original appointment dated
January 10, 2107) for his continued services to the Company and
for such other services, as deemed necessary by the Board of
Directors, from time to time, for a period of three (3) years
from the date of execution, and renewal for two (2) successive
one (1) year terms unless terminated early. The Company agreed to
compensate Mix in the form of (a) a total of $10,000 per month
for the first year, $12,500 per month for the second year,
$15,000 per month for the third year, and $20,000 per month for
subsequent terms, payable in cash or converted into restricted
common stock of the Company, at Mixs discretion, to the
Company’s Stock Option Plan then in effect, and (b) the right to
participate in future stock options then in effect, including
other terms and conditions set forth therein.
The foregoing description of theMix Agreement is qualified in its
entirety by reference to the Mix Agreement filed as Exhibit 10.95
to this report and incorporated herein by reference.
On or about March 14, 2017, the Company and Richard Phillips, an
individual (and, also the Secretary, Treasurer and Director of
the Company) (Phillips) executed a Contractor Agreement (the
“Phillips Agreement”) to formalize the engagement Phillips ( to
his original appointment dated January 10, 2107 and further
appointment on March 14, 2017) for his continued services to the
Company and for such other services, as deemed necessary by the
Board of Directors, from time to time, for a period of two (2)
years from the date of execution, and renewal for three (3)
successive one (1) year terms unless terminated early. The
Company agreed to compensate Phillips in the form of (a) a total
of $1,250 per month for the first six months of the first year,
$2,500 per month for the second six months of the first year,
$5,000 per month for the second year and for subsequent terms,
payable in cash or converted into restricted common stock of the
Company, at Phillipss discretion, to the Company’s Stock Option
Plan then in effect, and (b) the right to participate in future
stock options then in effect, including other terms and
conditions set forth therein.
Each of the Contractor Agreements contained other terms and
conditions and customary provisions not referenced in the above
description.
The foregoing description of thePhillips Agreement is qualified
in its entirety by reference to the Phillips Agreement filed as
Exhibit 10.96 to this report and incorporated herein by
reference.
Voting Trust Agreement
On or about March 14, 2017, the Company and WOD Holdings Inc.,
Dr. James G. Ricketts, individually, Stephen Antol, individually,
Birch First Capital Investments LLC f/k/a Birch First Capital
Fund LLC, and Baker Myers Associates LLC (each a Stockholder, and
collectively referred to as the Stockholders) and Eilers Law
Group, PA (the Voting Trustee), executed a Voting Trust Agreement
(the Voting Trust Agreement), to which the parties agreed to the
following abbreviated terms:
1.Deposit. Each Stockholder agreed to assign and deposit
with the Voting Trustee a certain number of Shares, held in
either certificate(s) or book entry, and further agreed to
immediately deposit with the Voting Trustee in a like manner any
and all Shares acquired (or the right to be acquired to an issued
Warrant) after the date of the Voting Trust Agreement.
to the terms of that certain Definitive Agreement (the Definitive
Agreement), dated August 26, 2016, as amended, by and between the
Company and WOD Markets LLC, a Colorado limited liability
company, and Amendment No. 2 to the Definitive Agreement (the
Amendment No. 2), dated February 24, 2017, by and between the
Company and WOD Holdings Inc., a Delaware corporation (WODH), the
Company agreed to issue to and deposit with the Voting Trustee a
certain amount of Shares equal to a total of 199,000 shares of
Series B Preferred Stock, and 19,801,000 shares of Common Stock,
respectively, after the completion by the Company of a reverse
split of 1:1000 of its Common Stock, as referenced in the
execution of an assignment, to be held in the Voting Trust for
the benefit of WODH (also referred to herein as a Stockholder),
to certain terms of the Definitive Agreement, as amended, and
Amendment No. 2, and in accordance with the terms of the Voting
Trust Agreement.
Further, upon the execution of Voting Trust Agreement, the
Company approved in advance, and Dr. James G. Ricketts, and
Stephen Antol (each a Stockholder), jointly and severally, agreed
to each deposit with the Voting Trustee a total of 500,000 shares
of Series B Preferred Stock (for a total of 1,000,000 shares),
owned and held by each of them as Stockholders, as referenced in
the execution of two (2) separate assignments, which shall,
thereafter, upon the completion by the Company of a reverse split
of 1:1000 of its Common Stock, be converted by the Company and
Voting Trustee into a total of 5,000 shares of Series B Preferred
Stock each (for total of 10,000 shares), and 495,000 shares of
Common Stock each (for a total totaling 990,000 shares), to be
held by the Voting Trustee in the Voting Trust for the benefit of
each such Stockholder, in accordance with the terms of the Voting
Trust Agreement.
In addition, upon the execution of the Voting Trust Agreement,
the Company approved, and Birch First Capital Investments LLC
(f/k/a Birch First Capital Fund LLC), a Delaware limited
liability company, and Baker Myers Associates, LLC, a Nevada
limited lability company (each a Stockholder), mutually agreed to
the assignment and transfer of the ownership interest into two
(2) separate stock purchase warrants (each a Warrant and
collectively the Warrants) for the right to purchase a total of
4,000,000 and 3,000,000 shares of Series B Preferred Stock,
respectively, owned and held by each such Stockholder,
respectively (totaling 7,000,000 shares), to the Voting Trustee,
as referenced in the execution of two (2) separate assignments,
which shall, thereafter, upon the completion by the Company of a
reverse split of 1:1000 of its Common Stock, be simultaneously
exercised and converted by the Company and Voting Trustee into a
total of 40,000 shares and 30,000 of Series B Preferred Stock
each (for total of 70,000 shares), and 3,960,000 shares and
2,970,000 shares of Common Stock, respectively (for a total
totaling 6,930,000 shares), to be held by the Voting Trustee in
the Voting Trust for the benefit of each such Stockholder, in
accordance with the terms of the Voting Trust Agreement.
2.Voting Trust Certificates. Upon the receipt from a
Stockholder of a certificate(s) (or book entry) for the Shares
together with proper assignment or assignments thereof, the
Voting Trustee is to deliver or cause to be delivered to such
Stockholder a voting trust certificate or certificates (Voting
Trust Certificates), representing the number of Shares (or
Warrant for the right to purchase a certain number of Shares)
received from such Stockholder.
3.Title. Title to all Shares deposited hereunder (Trust
Shares) are vested in the Voting Trustee and shall be transferred
to the Voting Trustee or to its nominee or nominees on the books
of the Company, and the Voting Trustee shall possess and be
entitled to exercise with respect to the Trustee Shares all
voting rights of holders of the Trust Shares of any and every
kind and character, including the right to vote such Shares and
to take part in or consent in writing or otherwise to any
corporate or stockholders action, whether ordinary or
extraordinary, including:
| (a) |
any amendment of the Certificate of Incorporation or the Bylaws of the Company, |
|
| (b) | consolidation with or merger into any other corporation, | |
| (c) | changes in the number of directors, | |
| (d) |
increases in the number of, or reclassification of, shares of the Companys stock, and |
|
| (e) | the dissolution of the Company, |
all upon such terms and conditions and under such circumstances
as the Voting Trustee may from time to time determine in its sole
discretion, so as long as such powers do not circumvent or void
the effectiveness of any and all agreements executed by Company
as of the date of this Agreement or during the time in which this
Agreement is in effect (e.g. advisory and management, shareholder
and/or subscription agreements, etc.). It is expressly understood
and agreed none of the holders of Voting Trust Certificates shall
have any right, either under such Voting Trust Certificates or
under this Agreement, or under any agreement express or implied,
or otherwise, to vote any of the Trust Shares or to take part in
or consent to any corporate or stockholders action requiring such
vote.
4.Dividends; Other Distributions. The registered holder of
each Voting Trust Certificate shall be entitled, until
distribution of the Shares represented thereby as hereinafter
provided for, to receive from time to time payments equal to the
dividends and the other distributions, if any, received by the
Voting Trustee in respect of such Shares.
5.Affiliate Status.
| (a) |
No Shareholder shall be deemed a beneficial owner as defined by Rule 13d-3 of the Exchange Act, unless deemed as such prior to becoming a Party to the Trust. to Rule 13d-3(d)(1) no Shareholder shall have any power to revoke or terminate the Trust whereupon said Shareholder would thus become a beneficial owner as defined by Rule 13d-3. |
|
| (b) |
to Rule 16b-8 of the Exchange Act, no Shareholder who prior to becoming a Party to the Trust was not required to file any reports to Rule 16b, generally, shall be required to make any such filings as a result of becoming a Party to the Trust |
6.Term; Termination; Extension.
(a) The Voting Trust and this Agreement shall continue to be in
full force and effect for a period ending on December 31, 2018,
unless extended to Section 10(b) of this Agreement. This
Agreement may be terminated at any time by the unanimous vote of
all Stockholders and the Voting Trustee, or to a closing by the
Company and WODH, in which the Company has acquired a controlling
ownership interest of not less than sixty percent (60%) of WOD
Market LLC, a Colorado limited liability company, to that certain
Joint Venture Agreement, dated February 24, 2017, by and between
Company and WODH, as set forth in the executed Definitive
Agreement and Amendment No. 2 described hereinabove.
(b) Except as it would constitute a violation of the laws of the
State of Florida, the term of this Agreement shall automatically
be extended at any time for an additional one (1) year period,
unless otherwise amended by the unanimous vote of all
Stockholders, either by a writing signed by such Stockholders or
at a meeting called for such purpose by any Stockholder upon the
same notice as is required for a special meeting of the
stockholders of the Company, to which end any Stockholder shall
have access to the books of the Voting Trustee containing a
record of the Stockholders.
(c) Upon termination of the Voting Trust, the Trustee shall
promptly send a notice to each Stockholder of such termination,
and deliver to each Stockholder the Trust Shares owned by such
Stockholder upon presentation and surrender of the applicable
Voting Trust Certificate, accompanied, if required by the Voting
Trustee, by properly executed transfers thereof to the Voting
Trustee, within 30 days of such termination.
7.Voting by Voting Trustee. In voting the Trust Shares or
in otherwise acting hereunder, the Voting Trustee shall exercise
his/her/its best judgment in the interests of the Company and
Stockholders to the end that its affairs shall be properly
managed, and its interests shall be properly promoted, but the
Voting Trustee shall assume no responsibility in respect thereto
or of any action taken by it or taken with its consent thereto,
or to any vote so cast.
The Voting Trust Agreement contained other terms and conditions
and customary provisions not referenced in the above description.
The foregoing description of theVoting Trust Agreement is
qualified in its entirety by reference to the Voting Trust
Agreement filed as Exhibit 10.97 to this report and incorporated
herein by reference.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 14, 2017, the Company accepted the resignation of Sarah
Myers as the Secretary and Treasurer of the Company, effective
immediately. Concurrently, on March 14, 2017, the Company
appointed Richard Phillips as Secretary and Treasurer of the
Company, in addition to his current positon as a member of the
Board of Directors of the Company. There was no disagreement
between Ms. Myers and the Company.
Richard K. Phillips, Secretary, Treasurer and
Director
Rich brings more than 20 years of Board, CEO, and C-Suite
advisory services experience to WOD Market and has led hundreds
of senior-level engagements in multiple industry sectors. Before
joining the firm, Rich was a Partner at several global consulting
firms in their North American headquarters in New York, N.Y.
There, he worked on senior-level assignments in a variety of
industry sectors including Financial Services,
Telecommunications, Mail Management, Information Technology,
Higher Education, e-Commerce, Energy, Software-as-Service, Data
Services, Retail, and Early-Stage Investment Capital.
Item 3.02 Unregistered Sales of Equity
Securities.
The disclosures under Item 1.01 are incorporated herein by
reference. to the Amendment No. 2, the Joint Venture Agreement
and/or the Voting Trust Agreement, as applicable, all dated March
14, 2017, the Company agreed to issue into Trust, to the terms of
the Voting Trust Agreement, (i) a total of 199,000 shares of
Series B Preferred Stock, and 19,801,000 shares of Common Stock,
respectively, after the completion by the Company of a reverse
split of 1:1000 of its Common Stock of the Company, for the
benefit of WOD Holdings Inc., (ii) a total of 5,000 shares of
Series B Preferred Stock each (for total of 10,000 shares), and
495,000 shares of Common Stock each (for a total totaling 990,000
shares), to be held by the Voting Trustee in the Voting Trust for
the benefit of each Dr. James G. Ricketts, and Stephen Antol,
converted from the original total of 500,000 shares of Series B
Preferred Stock (for a total of 1,000,000 shares), owned and held
by each of them as Stockholders, upon the completion by the
Company of a reverse split of 1:1000 of its Common Stock, to
mutually agreed to approval in advance set forth in the Voting
Trust Agreement, and (iii) a total of 40,000 shares and 30,000 of
Series B Preferred Stock each (for total of 70,000 shares), and
3,960,000 shares and 2,970,000 shares of Common Stock,
respectively (for a total totaling 6,930,000 shares), to be held
by the Voting Trustee in the Voting Trust for the benefit of each
Birch First Capital Investments LLC (f/k/a Birch First Capital
Fund LLC), a Delaware limited liability company, and Baker Myers
Associates, LLC, a Nevada limited lability company, respectively,
simultaneously exercised and converted by Voting Trustee from the
original two (2) separate stock purchase warrants (each a Warrant
and collectively the Warrants) for the right to purchase a total
of 4,000,000 and 3,000,000 shares of Series B Preferred Stock,
respectively, owned and held by each such Stockholder,
respectively (totaling 7,000,000 shares), upon the completion by
the Company of a reverse split of 1:1000 of its Common Stock, to
mutually agreed to approval in advance set forth in the Voting
Trust Agreement.
We claim an exemption from registration for the information
provided herein to Section 4(2) and/or Regulation D of the
Securities Act of 1933, as amended (the ” Securities Act
“). The securities were not registered under the Securities Act
and such securities may not be offered or sold in the United
States absent registration or an exemption from registration
under the Securities Act and any applicable state securities
laws.
The foregoing description of the Amendment No. 2, the Joint
Venture Agreement and/or the Voting Trust Agreement are qualified
in its entirety by reference to the Amendment No. 2, the Joint
Venture Agreement and/or the Voting Trust Agreement filed as
Exhibit 10.93, Exhibit 10.94, and Exhibit 10.97, respectively, to
this report and incorporated herein by reference.
Item 9.01 Financials Statements and
Exhibits.
Those exhibits marked with an asterisk (*) refer to exhibits
filed herewith. The other exhibits are incorporated herein by
reference, as indicated in the following list.
|
Exhibit Number |
Description |
|
|
10.91* |
Note Cancellation and Extinguishment Agreement dated March |
|
|
10.92* |
Joint Venture Termination Agreement, Note Cancellation and |
|
|
10.93* |
Amendment No. 2 to the Definitive Agreement dated March 14, |
|
|
10.94* |
Joint Venture Agreement dated March 14, 2017 by and between |
|
|
10.95* |
Contractor Agreement dated March 14, 2017 by and between |
|
|
10.96* |
Contractor Agreement dated March 14, 2017 by and between |
|
|
10.97* |
Voting Trust Agreement dated March 14, 2017 by and between |
|
|
99.1* |
Press Release (incorporated by reference to the Companys |
About Elite Data Services, Inc. (OTCMKTS:DEAC)
Elite Data Services, Inc. is a technology driven management company, which owns and operates online marketing and gaming businesses. The Company’s subsidiaries include Elite Data Marketing LLC and Elite Gaming Ventures LLC. The Company also holds interest in www.classifiedride.com, which is an online classified listing Website where private sellers can buy, sell, and trade their vehicle. ClassifiedRide provides a classified listing platform where users list their vehicle, truck, boat to the Company’s Website (either by free or paid listing options). The Company also holds interest in Autoglance, LLC, which offers Autoglance, a search engine of used cars that prioritizes and compares inventory in individualized markets by displaying the deals first while hiding listings that are older. Autoglance has a provisional patent for this method of organizing and displaying vehicles. The Company is focused on development of its online marketing and gaming businesses. Elite Data Services, Inc. (OTCMKTS:DEAC) Recent Trading Information
Elite Data Services, Inc. (OTCMKTS:DEAC) closed its last trading session up +0.00002 at 0.00142 with 454,769 shares trading hands.
