FISION Corporation (NASDAQ:FSSN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity
Securities
Effective December 16, 2016, FISION Corporation, a Delaware
corporation (the Company) issued 250,000 unregistered shares of
its common stock to Arelle Advisors LLC (Arelle), based in
Irvine, Califonia, a business development consulting company, to
a two-year agreement between the Company and Arelle (the
Agreement). The Company also agreed to issue 388,000 additional
future common shares to Arelle under the terms of the Agreement
to provide business development and marketing services to us for
a term of two years.Arelle is required to work whatever hours per
month are necessary to fulfill its consulting obligations under
the Agreement. Other than for cause, neither party may terminate
the Agreement during its two-year term.
Consulting services provided to us by Arelle under the Agreement
primarily relate to overall marketing and sales services as well
as ancillary services regarding our product sales strategies and
operations. These services include interacting with our sales and
product development personnel to assist with business development
and sales and marketing strategies to help us sell our Fision
products and services; conducting research regarding behavior and
motivation of consumers related to their needs for our products;
working with our public and investor relations team to review and
improve our branding and public relations activities; and
introducing our company and our products to potential customers
and investors.
to the Agreement, the Company will compensate Arelle as follows:
i) issuance of shares of our common stock valued at $.30 per
share, including a signing bonus of 250,000 shares, fully vested,
and an additional 388,000 common shares vesting at 32,333 shares
monthly during the first twelve months of the Agreement;
ii) cash payments of $6,000 monthly for the first three months of
the Agreement, $8,000 monthly for the second three months of the
Agreement, and $10,000 monthly for the remaining eighteen months
of the Agreement;
iii) reimbursement for reasonable out-of-pocket expenses incurred
by Arelle to provide services to us; and
iv) support services provided by us to Arelle including office
space, staff and other supplies as needed.
Regarding all Fision product sales referred or otherwise
generated by Arelle, the Company will credit Arelle with
commissions of 10% of customer setup fees, 15% of recurring
revenues for the first year of a licensing contract, 10% of
recurring revenues for any second year, and 5% of recurring
revenues for any third year. Any such commissions earned by
Arelle will be offset against the cumulative monthly cash
payments made to Arelle under the Agreement.
Arelle is an accredited investor and these shares were issued by
the Company in a private transaction in reliance on Section
4(a)(2) of the Securities Act of 1933.
Item 3.02 Unregistered Sales of Equity
Securities
Item 5.02 Compensatory Arrangements of Certain
Officers
Effective December 16, 2016 the Company issued equity bonus
compensation of 230,000 shares of its common stock, valued at
$.30 per share, to its two principal officers, including 150,000
shares to its Chief Financial Officer and 80,000 shares to its
Chief Executive Officer.
Item 3.02 Unregistered Sales of Equity
Securities
Effective December 16, 2016 the Company sold and issued the
following shares of its common stock in reliance on Section
4(a)(2) of the Securities Act of 1933:
i) a total of 1,500,001 shares of its common stock in a private
placement to two accredited investors at $.30 per share, for
total net proceeds of $450,000, which proceeds are being used for
general working capital purposes.
ii) a private transaction of 85,833 shares of its common stock
issued to a Noteholder creditor of the Company, who is an
accredited investor, to convert Note debt to equity in the amount
of $25,750.
Item 5.02 Compensatory Arrangements of Certain
Officers
to stock award agreements, effective December 16, 2016, the
Company granted stock awards of 700,000 shares of its common
stock from its 2016 Equity Incentive Plan to its two principal
officers, valued at $.30 per share, which agreements require them
to continue serving in their respective management roles and
positions for at least the next two years. These stock awards
included 350,000 common shares issued to the Chief Executive
Officer and 350,000 common shares issued to the Chief Financial
Officer. These 700,000 shares constitute registered common shares
under the S-8 Registration Statement of the Company filed with
the Securities and Exchange Commission and effective under the
Securities Act of 1933 on March 31, 2016.
About FISION Corporation (NASDAQ:FSSN)