KSIX MEDIA HOLDINGS, INC. (NASDAQ:SZMK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
Master Agreement for the Exchange of Common Stock, Management,
and Control
On or about December 7 2016, KSIX Media Holdings, Inc., a Nevada
corporation (the Company), executed and entered into an Master
Exchange Agreement for the Exchange of Common Stock, Management,
and Control (the Exchange Agreement) with True Wireless, LLC
(TWL) an Oklahoma Limited Liability Company, and Kevin Brian Cox
(Cox). Cox, a resident of the State of Tennessee, is the sole
owner of 100% of TWLs issued and outstanding membership interests
(the Seller) either personally on direct ownership basis or
indirectly through his ownership of all of the membership
interests of EWP Communications, LLC, a Tennessee limited
liability company.
Upon the execution of this Exchange Agreement, TWL will become a
wholly-owned subsidiary of the Company upon approval of the
change of control by the Federal Communication Commission (FCC).
TWLs primary business operation is a full service
telecommunications company specializing in the Lifeline program
as set forth by the Telecommunications Act of 1996, and regulated
by the FCC which provides subsidized mobile phone services for
low income individuals (Lifeline Services). TWL currently has an
FCC license to offer Lifeline Services in the following states:
Texas (TX), Oklahoma (OK), Arkansas (AR), Maryland (MD), Rhode
Island (RI).
to the Exchange Agreement, the Company will purchase 100% of the
membership interests in TWL for $24,000,000 USD to be paid by the
Company (e.g. cash, common stock, and promissory notes) to the
Seller or his assigns (Seller) as follows:
| (1) |
Upon execution of the Exchange Agreement, the Company shall pay: (a) 12,000,000 share of Common Stock of the Company (valued at $0.50 per share), valued at $6,000,000 in the aggregate; and (b) $500,000 USD as a non-refundable deposit prepaying guaranteed profit to Cox; and |
| (2) |
Upon the FCC approval of the purchase of TWL by the Company as set forth in the Exchange Agreement, the Company shall: (a) pay Cox a total of $6,000,000 USD on or before March 31, 2017 towards the purchase price of TWL; (b) execute a promissory note in the amount of $6,000,000 which shall be payable on or before December 31, 2017; and (c) issue an additional 12,000,000 shares of Common Stock of the Company (valued at 0.50 per share), valued at $6,000,000 USD in the aggregate. |
Management and Marketing Agreement
On or about December 7 2016, KSIX Media Holdings, Inc., a Nevada
corporation (the Company), executed and entered into a Management
and Marketing Agreement (Management Agreement) with Kevin Brian
Cox (Cox). to the Management Agreement, the Company will act as
the manager of TWL until such time as the Exchange Agreement, as
described above, is approved by the FCC, and TWL becomes a
wholly-owned subsidiary of the Company.
During the interim time the Management Agreement is active, the
Company shall manage and direct the day-to-day operations of TWL
necessary to provide the Management Services in compliance with
the Applicable Telecommunications Laws and Regulations, Companys
ETC Designations, and the terms and conditions of this Agreement,
subject to the oversight, review, supervision, and control of the
Company. The Companys management responsibilities will include,
but are not limited to:
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Billing Subscribers for the Services provided and collecting for the TWL accounts the amounts billed, provided however, that Company shall not be responsible for preparing or filing FCC Form 497 with the Universal Service Administrative Company to make claims for funding under the federal Lifeline program; |
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Maintenance and oversight of the provision of the Wireless Services by TWL; |
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Recommending to TWL any changes to the terms of any price lists necessary for the TWLs provision of the Wireless Services, provided however, that any such change shall be subject to the final approval of the TWL; |
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Negotiation of agreements with any vendors, subject to the final approval of TWL, including the negotiation and procurement of cost effective resale or other similar agreements with other telecommunications service providers; |
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Implementation of the TWLs promotions, marketing and advertising programs; |
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Responsibility to prepare all reports, applications and other submissions to the FCC or state and local regulatory authorities, subject to the final approval of the TWL, that are required or otherwise necessary in the sole judgment of TWL to maintain its business during the management period, provided however, that the TWL will be responsible for filing any such reports, applications or other submissions with the FCC or state and local regulatory authorities; |
| Implementation of standard operating procedures; | ||
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Implementation of programs and policies to assure adherence to safety, environmental and other requirements under applicable federal, state and local laws and regulations; |
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Day-to-day bookkeeping and recordkeeping of the accounts relating to TWLs provision of Wireless Services; |
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Consulting with the TWL about the hiring or firing of Company employees during the term of this Agreement; |
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Performance of all other functions consistent with the purposes of this Agreement, good business practice in the industry and Applicable Telecommunications Laws and Regulations; and |
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Update TWL on the Wireless Services and provide periodic reports on the status of the business conducted using the Assets. |
Under this Management Agreement, the Company shall be paid 80% of
all profits from Subscriber and Lifeline subsidies from the
Universal Service Administrative Company and any
state-administered funds, less the normal and prudently expenses
incurred in the provision of the Wireless services, operations,
and employees of TWL.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
10.1 Master Agreement for the Exchange of Common
Stock, Management, and Control
10.2 Management and Marketing Agreement
About KSIX MEDIA HOLDINGS, INC. (NASDAQ:SZMK)
Sizmek Inc. (Sizmek) is an open ad management company. The Company operates an independent online advertisement campaign management and distribution platform. The Company helps advertisers, agencies and publishers engage with consumers across multiple online media channels (mobile, display, video and social). It connects approximately 19,000 advertisers and 3,700 agencies to audiences in over 60 countries. Its online campaign management platform, Sizmek MDX, helps advertisers, agencies and publishers in managing their advertising budgets across multiple online media channels and formats, such as desktop, mobile, rich media, social media, in-stream video, interactive video, display and search. The Sizmek MDX platform provides its customers with an end-to-end solution in planning, creative, delivery, measurement and optimization of online media campaigns. Its solutions are delivered through a technology platform that allows delivery of global online media advertising campaigns. KSIX MEDIA HOLDINGS, INC. (NASDAQ:SZMK) Recent Trading Information
KSIX MEDIA HOLDINGS, INC. (NASDAQ:SZMK) closed its last trading session at 3.90 with 65,400 shares trading hands.
