Life Clips, Inc. (OTCMKTS:LCLP) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 5.02 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.
The shares of our common stock we agreed to issue as disclosed in
Item 5.02 of this Current Report were and will be issued in
reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 1, 2017, Life Clips, Inc., a Wyoming corporation (the
Company) named William Singer, age 45, as Executive Vice
President of Sales and Marketing of the Company, and Mr. Singer
was also named as a Director of the Company on the same date,
following a resolution of the Board of Directors (the Board) of
the Company to expand the size of the Board from 3 persons to 4
persons, and to name Mr. Singer to the newly created vacancy, in
each case in accordance with the Bylaws of the Company.
Mr. Singer is a Multi-Channel Retail Expert, an entrepreneur and
investor, and has launched several successful businesses and
products in retail, transportation, eCommerce, mobility, and
services. Mr. Singers first startup was when he was 19 in 1991,
which he ran for 20 years. It was a bus business called Bills Bus
with a route from the university town in Santa Barbara to the
downtown so that students didnt drink and drive. He sold the
business in 2011. Mr. Singer also worked with legendary investor,
Louis Navellier. In his career, William has raised over $50
million.
In 2012, Mr. Singer was President of Tru Connect LLC, a national
provider of wireless voice, messaging, and data services. Mr.
Singers sole position in the prior 5 years, other than with True
Connect LLC (or with the Company), has been as the Managing
Member of Summerland Advisors, LLC, a registered investment
advisor in California, from 2012 to the present. He became
involved with the Company in October 2015 as an advisor, and
served as the Companys vice president of sales from April 2016
through January 2017.
Mr. Singer has successfully launched products into major
retailers including RadioShack, Best Buy, Target, Wal-Mart, QVC
and Amazon.com. Mr. Singer has global contacts and significant
experience in multi-channel retail, business, sales and
marketing. The Board believes that Mr. Singers extensive
experience in executive management and the other factors
discussed herein make him uniquely suited and qualified to serve
as a member of the Board and as the Companys Executive Vice
President of Sales and Marketing.
In connection with his engagement as the Executive Vice President
of Sales and Marketing of the Company, the Company entered into
an Executive Employment Agreement with Mr. Singer (the Agreement)
on March 1, 2017. The Agreement is for a two-year term, which
automatically renews for successive additional one-year terms
unless either Mr. Singer or the Company notifies the other party
that they do not wish the Agreement to so renew. The Agreement
provides that Mr. Singer will serve as the Companys Executive
Vice President of Sales and Marketing and as a member of the
Board.
to the Agreement, the Company will pay Mr. Singer a salary of
$3,500 per month, which commenced effective as of February 1,
2017, provided that following the month in which the Company
begins generating revenue Mr. Singers salary will be increased to
$5,000 per month. Mr. Singer will also receive a commission of 1%
of any net sales revenue collected by the Company on the sales of
its products, based on the wholesale price, and contingent on the
sale being profitable to the Company, and will be eligible for a
bonus as jointly determined by the Board and Mr. Singer.
In addition, the Company granted to Mr. Singer, effective as of
March 1, 2017, a total of 6,000,000 shares of the Companys
unregistered common stock, par value $0.001 per share (the Common
Stock). 1,500,000 shares of the Common Stock will vest on March
1, 2018 and thereafter 250,000 shares of the Common Stock will
vest each month thereafter.
to the Agreement, the Company also agreed to grant Mr. Singer
500,000 shares of Common Stock on each anniversary of March 1,
2017, provided that the amount of these shares of Common Stock
will be based on performance and may be adjusted by the Board.
The shares of Common Stock in these grants will vest 50% on each
anniversary of the applicable grant.
If Mr. Singers engagement is terminated by the Company without
Cause, or by Mr. Singer for Good Reason, (in each case as defined
below) then a portion of the stock grants described above equal
to a pro rata portion of the grants based on the time from the
date of the grant to the date of termination, and assuming a
24-month vesting period, shall be deemed vested, and all other
amounts shall be forfeited. If Mr. Singers engagement is
terminated by the Company with Cause or by Mr. Singer without
Good Reason, then all unvested portions of the stock grants
described above as of the date of termination shall be forfeited.
Cause is defined as (i) a material violation of any material
written rule or policy of the Company, a copy of which has been
provided to Mr. Singer for which violation any employee may be
terminated to the written policies of the Company reasonably
applicable to an executive employee, and which Mr. Singer fails
to correct within 10 days after he receives written notice from
the Board of such violation; (ii) misconduct by Mr. Singer to the
material and demonstrable detriment of the Company; (iii) Mr.
Singers conviction (by a court of competent jurisdiction, not
subject to further appeal) of, or pleading guilty to, a felony;
(iv) Mr. Singers continued and ongoing gross negligence in the
performance of his duties and responsibilities to the Company as
described in the Agreement; or (v) Mr. Singers material failure
to perform his duties and responsibilities to the Company as
described in the Agreement (other than any such failure resulting
from the Mr. Singers incapacity due to physical or mental illness
or any such failure subsequent to Mr. Singer being delivered a
notice of termination without Cause by the Company or delivering
a notice of termination for Good Reason to the Company), in
either case after written notice from the Board to Mr. Singer of
the specific nature of such material failure and Mr. Singer
failure to cure such material failure within 10 days following
receipt of such notice.
Good Reason is defined as (i) a significant diminution by the
Company of Mr. Singers role with the Company or a significant
detrimental change in the nature and/or scope of Mr. Singers
status with the Company (including a diminution in title); (i) a
reduction in Mr. Singers base salary or target or maximum bonus,
other than as part of an across-the-board reduction in salaries
of management personnel (including all vice presidents and
positions above) of less than 20%; (iii) at any time following a
Change of Control (as defined in the Agreement), a material
diminution by the Company of compensation and benefits (taken as
a whole) provided to Mr. Singer as compared to immediately prior
to a Change of Control; (iv) the relocation of Mr. Singers
principal executive office to a location more than 50 miles
further from Mr. Singer principal executive office immediately
prior to such relocation; or (v) any other material breach by the
Company of any of the terms and conditions of the Agreement which
the Company fails to correct within 10 days after the Company
receives written notice from Mr. Singer of such violation.
The Agreement also provides that in the event that the Company
does not complete certain financing transactions to the approval
of the Companys Board of Directors within 180 days of the
Effective Date, Mr. Singers compensation may be reviewed and may
be adjusted by the Board until suitable financing transactions
have been completed.
The Agreement provides Mr. Singer with customary additional
benefits, and contains customary provisions related to
confidentiality of Company information and ownership of Company
intellectual property.
The description of the Agreement as set forth above is qualified
in its entirety by reference to the full Agreement, which is
attached hereto as Exhibit 10.1.
There are no family relationships between any of the Companys
directors or officers and Mr. Singer.
There are no related party transactions with respect to Mr.
Singer reportable under Item 5.02 of Form 8-K and Item 404(a) of
Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 |
Executive Employment Agreement, dated as of March 1, 2017, by and between Life Clips, Inc. and William Singer. |
Management contract or compensatory plan or arrangement.
About Life Clips, Inc. (OTCMKTS:LCLP)
Life Clips, Inc., formerly Blue Sky Media Corporation, is engaged in developing software. The Company is focused on the marketing of the HP branded products, as well as the Mobeego products in the United States as well as internationally. The Company holds a sublicense to use, reproduce and display the HP trademarks in various territories on HP Branded Products. The Company’s products will be the HP branded action cameras, 360 cameras, dash cameras and still cameras. In addition, the Company will sell Mobeego batteries. The Company is focused on products, including Batteries, The Battery (Energy Unit) and Adapter. Its Energy Unit consists of a custom designed plastic casing, shaped as a small can of energy drink, hosting a lithium battery. The Company plans to sell its products through retailers directly and through distributors. In addition to its international sales, the Company plans to sell directly to retailers in the United States. Life Clips, Inc. (OTCMKTS:LCLP) Recent Trading Information
Life Clips, Inc. (OTCMKTS:LCLP) closed its last trading session 00.0000 at 0.0100 with 411,116 shares trading hands.