EZTD INC. (OTCMKTS:EZTD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On February 3, 2017, EZTD Inc. (the Company) entered into a
Securities Purchase Agreement (the SPA), effective as of January
26, 2017, by and between the Company and Compagnie Financiere St.
Exupery SICAV-SIF (the Investor) for the purchase of 366,667
shares of the Companys common stock (the Shares) at a purchase
price of $6 per share, or an aggregate of $2,200,000 (the
Investment). This Investment is the second tranche of an
aggregate investment by the Investor of $3,000,000. The remaining
$800,000 was received by the Company upon execution of the
binding term sheet by and between the Company and the Investor,
entered into on December 30, 2016, and to the terms of that
certain Securities Purchase Agreement entered into on January 4,
2017 by and between the Company and the Investor.
The issuance of Shares under the SPA is subject to the following
conditions:
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That the Companys existing convertible debt holders (the Convertible Debt Holders) convert their convertible debt in the Company in the aggregate amount of $5,457,838.74 into shares of Common Stock at conversion prices ranging from $5.7234 to $7.00 per share. The convertible debt is in the process of being converted into shares of Common Stock. |
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That the Investor be granted the right to designate two directors to the Companys board of directors (the Investor Directors) and to each of the Companys subsidiaries boards of directors. These designations are yet to be made. |
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That the Convertible Debt Holders be granted the right to appoint an observer to participate in all meetings of the board of directors for the Company and any of its subsidiaries. Such appointed observer has no voting or other powers. This appointment is yet to be made. |
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That certain directors of the Company comply with the respective commitments made by each, as follows: |
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Among other commitments, to an independent contractor agreement by and between the Company and Shimon Citron, entered into on February 3, 2017 (the Citron Independent Contractor Agreement), Mr. Citron terminated any employment, consulting or service agreements currently in place and forfeited any credits toward the Company, its subsidiaries or related entities to which he was entitled directly or indirectly. The foregoing excludes credits due to him under his employment agreement with Win Global Markets (Israel) Ltd., dated as of October 1, 2013, and his consulting agreement with Citron Investments Ltd., dated as of September 23, 2008, and any accrued amounts due to him thereunder in connection with his base salary from the Company. The Citron Independent Contractor Agreement further provides that Mr. Citron shall continue as Chief Executive Officer and a director of the Company, receiving a monthly fee of $20,000, plus a bonus of 5% of the Companys annual consolidated net income, paid quarterly. Separately, Mr. Citron shall also continue to serve as a director of Win Global Markets (Israel) Ltd., receiving a monthly fee of NIS30,000, to an Amended and Restated Personal Employment Agreement by and between Win Global Markets (Israel) Ltd. and Mr. Citron entered into on January 23, 2017. Due to the Companys current financial situation and modified corporate focus, Mr. Citron is required, directly or indirectly, to acquire the shares of Winner Option Ltd. currently held by the Company, and Winner Option Ltd. has foregone any payments that it may be owed by the Company after December 31, 2016. Mr. Citron is also required to invest at least $500,000 in the Company at a price of $6.00 per share by June 30, 2017. In addition, any existing options issued to Mr. Citron directly or indirectly have been amended to have an exercise price of $6.00 per share. |
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Among other commitments, Gustavo Perrotta and Ron Lubash have forfeited any credits toward the Company, its subsidiaries or related entities to which either was entitled directly or indirectly, and each shall continue to serve as a director of the Company until December 31, 2017 without compensation in connection with such service. Any existing options issued to Mr. Perrotta or Mr. Lubash directly or indirectly were amended to have an exercise price of $6.00 per share. |
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In addition, the Company and Hamilton Venture Capital Ltd. mutually terminated the services agreement between them dated as of March 1, 2016, and Hamilton Venture Capital Ltd. forfeited any credits toward the Company to which it is currently entitled. |
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That within 10 days of January 26, 2017, the Companys by-laws shall be amended to: (i) require shareholder approval of annual accounts at the end of each fiscal year or before entering into any extraordinary transaction or transaction modifying the composition of the Companys share capital; (ii) require a majority vote of all directors, including the affirmative vote of the Investor Directors, in the event of purchase of shares in other entities, mergers or acquisitions, incorporation of new subsidiaries or branches, entry into consulting agreements exceeding $25,000, or approval of the Companys budget; and (iii) incorporate a provision that requires re-election of all of the Companys directors in the event of any one directors resignation or disqualification. |
| Item 3.02. | Unregistered Sales of Equity Securities. |
On February 3, 2017, the Company and the Investor closed on the
Investment, as described further in Item1.01, Entry into a
Material Definitive Agreement, which description is
incorporated herein.
The shares of Common Stock issued to the Investor to the SPA
are exempt from the registration requirements of the Securities
Act to Section 4(a)(2) of the Securities Act and to Regulation
S of the Securities Act to non-U.S. investors. The shares of
Common Stock issued to the SPA have not been registered under
the Securities Act and may not be sold in the United States
absent registration or an exemption from registration.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of February 3, 2017, the Company and Mr. Citron
entered into the Citron Independent Contractor Agreement, as
described further in Item1.01, Entry into a Material Definitive
Agreement, which description is incorporated herein.
Warning Concerning Forward Looking Statements
This Current Report on Form 8-K contains forward-looking
statements. These forward-looking statements include, but are
not limited to those statements regarding the Companys intent
to satisfy certain agreed-upon conditions, its plan to convert
existing outstanding convertible debt into shares of Common
Stock, to have appointed Investor Directors and an observer for
board of director meetings, and to amend its by-laws. Although
the Company has signed the SPA, it may not be successful in
negotiating the above-listed outstanding items by the dates
expected or at all. These forward-looking statements and their
implications are based on the current expectations of the
management of the Company only, and are subject to a number of
factors and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements. The forward-looking statements contained in this
Current Report on Form 8-K are subject to risks and
uncertainties, including those discussed in the Companys
reports filed from time to time with the SEC. Except as
otherwise required by law, the Company undertakes no obligation
to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
About EZTD INC. (OTCMKTS:EZTD)
EZTD Inc., formerly EZTrader Inc., is engaged in the business of offering online trading of binary options. The Company conducts operations and business with and through its subsidiaries, Win Global Markets Inc (Israel) Ltd., WGM Services Ltd., EZ Invest Securities. Ltd. and SCGP Investments Limited. The Company operates an online trading platform for retail customers to trade a range of binary options internationally with approximately 100 different assets, including indices, international stocks, commodities and currency pairs (Trading Platform). The Trading Platform enables retail customers to trade binary options in over 30 countries. It is accessible from multiple operating systems (Windows, smartphones and tablets) and the Internet. The Trading Platform is localized into multiple languages. The Company runs online trading platform brands, including EZTrader.com, EZInvest.com and EZInvest-sec.jp. EZTD INC. (OTCMKTS:EZTD) Recent Trading Information
EZTD INC. (OTCMKTS:EZTD) closed its last trading session 00.00 at 1.03 with 1,263 shares trading hands.
