FORM HOLDINGS CORP. (NASDAQ:FH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On February 2, 2017, FORM Holdings Corp. (the Company) completed
the acquisition of Excalibur Integrated Systems, Inc. (Excalibur)
from each of the holders of the capital stock of Excalibur (the
Sellers), to a Stock Purchase Agreement, dated as of February 2,
2017, by and among the Company, Excalibur, the Sellers and the
Sellers representative (the Purchase Agreement). The Company
acquired 100% of the capital stock of Excalibur, an end-to-end
solutions provider of mobile hardware devices, wireless network
security, data networking, telephony and mobile application
development and software solutions, which will be added to the
Companys Group Mobile segment.
In consideration for the acquisition, the Company issued to the
Sellers an aggregate of 888,573 unregistered shares of the
Companys common stock, par value $0.01 per share. The Sellers
will, in the three years following the closing of this
transaction, also receive $500,000 for each $2,000,000 of gross
profit generated by a specified list of Excalibur accounts (Shaw
Industries Corp., MAHLE Corporation, Eastman Chemical, Nissan
Motor Corporation, Husqvarna Group, VT Engineering Systems and
Camping World) annually, until such cumulative gross profit
reaches $6,000,000, and an additional $500,000 when such
cumulative profit reaches $10,000,000, such amounts payable in
either cash or the Companys common stock, at the election of the
Company.
The Purchase Agreement also contains representations, warranties,
and covenants customary for transactions of this type.
The foregoing description of the Purchase Agreement is
incomplete, and is subject to, and qualified in its entirety by,
the full text of the Purchase Agreement, which is attached to
this Current Report as Exhibit 10.1, and is incorporated herein
by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth above and referenced under Item 1.01
that relates to the issuance of the Companys common stock is
hereby incorporated by reference into this Item 3.02. The
issuance of the Companys common stock was made in reliance on the
exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
|
Exhibit Number |
Description of Exhibits | |
| 10.1 |
Form of Stock Purchase Agreement, dated as of February 2, 2016, by and between FORM Holdings Corp., Excalibur Integrated Systems, Inc., each of the holders of the capital stock of Excalibur, and the sellers representative. |
|
| 99.1 | Press Release of FORM Holdings Corp., dated February 3, 2017. |
FORM HOLDINGS CORP. (NASDAQ:FH) Recent Trading Information
FORM HOLDINGS CORP. (NASDAQ:FH) closed its last trading session up +0.02 at 2.19 with 78,387 shares trading hands.