EZTD INC. (OTCMKTS:EZTD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On December 30, 2016, EZTD Inc. (the Company) entered into a
binding term sheet dated December 29, 2016 (the Term Sheet) for
the purchase of $3,000,000 of the Companys common stock (the
Investment) by Compagnie Financiere St. Exupery SICAV-SIF (the
Investor) at a purchase price of $6.00 per share. The Investor
will pay the Investment in two tranches: upon execution of the
Term Sheet, the Company received $800,000 (the First Tranche),
and the Company will receive the remaining $2,200,000 (the Second
Tranche) upon the execution of a Share Purchase Agreement between
the Company and the Investor (the Share Purchase Agreement) which
is subject to the satisfaction of certain specified conditions,
as further described below and therein.
to the Term Sheet, in consideration for its Investment, the
Investor will receive an aggregate of 500,000 shares of the
Companys common stock (Common Stock). The Investor received
133,333 shares of Common Stock upon payment of the First Tranche,
and will receive the remaining 366,667 shares of Common Stock
upon the Investors payment of the Second Tranche.
The payment of the Second Tranche and execution of the Share
Purchase Agreement are subject to the following conditions, in
accordance with the Term Sheet:
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The Companys existing convertible debt holders (the Convertible Debt Holders) shall 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. |
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The Investor shall 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. |
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The Convertible Debt Holders shall 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 will have no voting or other powers. |
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Certain directors of the Company shall comply with the respective commitments made by each, as follows: |
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Among other commitments, Shimon Citron shall terminate any employment, consulting or service agreements currently in place and shall forfeit any credits toward the Company, its subsidiaries or related entities to which he is entitled directly or indirectly. The foregoing shall exclude 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. Mr. Citron shall continue as Chief Executive Officer of the Company, receiving a monthly fee of $21,150, plus a bonus of 5% of the Companys annual consolidated net income, paid quarterly. Mr. Citron shall also continue to serve as a director of Win Global Markets (Israel) Ltd., receiving a monthly fee of NIS30,000. Mr. Citron shall be required, directly or indirectly, to acquire the shares of Winner Option Ltd. currently held by the Company, and Winner Option Ltd. shall forego any payments that it may be owed by the Company after December 31, 2016. Mr. Citron shall also be 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 shall be amended to have an exercise price of $6.00 per share. |
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Among other commitments, Gustavo Perrotta and Ron Lubash shall each forfeit any credits toward the Company, its subsidiaries or related entities to which either is 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. Perotta or Mr. Lubash directly or indirectly shall be amended to have an exercise price of $6.00 per share. |
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In addition, the Company and Hamilton Venture Capital Ltd. shall mutually terminate the services agreement between them dated as of March 1, 2016, and Hamilton Venture Capital Ltd. shall forfeit any credits toward the Company to which it is currently entitled. |
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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 December 30, 2016, the Company and the Investor closed on the
First Tranche, 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 in the First
Tranche 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 in the First Tranche have not been
registered under the Securities Act and may not be sold in the
United States absent registration or an exemption from
registration.
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 and its plan to enter into
definitive agreements. Although the Company has signed the Term
Sheet, it may not be successful in negotiating definitive
documentation by the date expected or at all, and even if
successful, the full Investment amount may not be received if the
conditions to closing the Share Purchase Agreement are not met.
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 2.10 with 1,000 shares trading hands.