NOVUS ROBOTICS INC. (OTCMKTS:NRBT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement
On January 17, 2017, the Board of Directors of Novus Robotics,
Inc., a Nevada corporation (the Company) authorized the execution
of that certain settlement agreement (the Settlement Agreement)
and corresponding promissory note (the Note) between the Company
and its President/Chief Executive Officer, Berardino Paolucci
(Paolucci). In accordance with the terms and provisions of the
Settlement Agreement, Paolucci agreed to refrain from converting
certain debt into shares of the Companys common stock and to
accept the settlement and payoff of $100,000 (the Settlement
Debt). Paoluccis agreement to forego his right and opportunity to
convert the debt into approximately 2,616,600 shares of common
stock of the Company represented a large potential monetary loss
based upon the anticipated increase in the trading price and
valuation of the Companys shares of common stock. As of the date
of this Current Report, the Companys common stock is trading at
$1.7425, which represents a current monetary value of
$4,559,425.50 in the event such debt was converted. Paolucci
recognized his potential conflict of interest associated with the
Settlement Agreement and as a member of the Board of Directors
analyzed several factors and criteria with regards to his
decision to enter into the Settlement Agreement as being in the
best interests of the Company and its shareholders.
The history of the Settlement Debt is as follows.
It was previously reported and disclosed that the Company had
issued: (i) that certain convertible promissory note dated
December 15, 2006 in the principal amount of $60,000.00 (the
Treanor Convertible Note), to Stephen Treanor (Treanor), which a
portion of the principal and accrued interest in the amount of
$36,000 was subsequently settled to the terms and provisions of
that certain settlement agreement dated December 15, 2009 between
the Company and Treanor (the Treanor Settlement Agreement); (ii)
that certain convertible promissory note dated April 15, 2008 in
the principal amount of $40,000.00 (the Boyle Convertible Note),
to Donna Boyle (Boyle), which all the principal and accrued
interest in the amount of $41,600.00 was subsequently settled to
the terms and provisions of that certain settlement agreement
dated December 15, 2009 between the Company and Boyle (the Boyle
Settlement Agreement); and (iii) that certain convertible
promissory note dated December 15, 2006 in the principal amount
of $60,000.00 (the Russell Convertible Note), to Raymond Russell
(Russell), which a portion of the principal and accrued interest
in the amount of $36,000 was subsequently settled to the terms
and provisions of that certain settlement agreement dated
December 15, 2009 between the Company and Russell (the Russell
Settlement Agreement).
It was further previously disclosed that in accordance with the
terms and provisions of that certain share exchange agreement
dated January 27, 2012 (the Share Exchange Agreement) between the
Company and D Mecatronics Inc., a private corporation (D
Mecatronics) and the shareholders of D Mecatronics (the D
Mecatronics Shareholders), the Company acquired all of the total
issued and outstanding shares of D Mecatronics in exchange for
the issuance of shares of its common stock to the D Mecatronic
Shareholders and the assignment the Treanor Convertible Note, the
Boyle Convertible Note and the Russell Convertible Note to
Paolucci.
On August 26, 2016, Paolucci entered into those certain debt
purchase agreements dated August 26, 2016 (each, the Debt
Purchase Agreement), which Debt Purchase Agreement was
consummated on September 2, 2016 with payment of consideration.
As of the date of the Debt Purchase Agreements, the aggregate
amount that remained due and owing under the Treanor Convertible
Note, the Boyle Convertible Note and the Russell Convertible Note
was $39,864.00 (the Debt). Paolucci was the holder of all right,
title and interest in and to the Debt due and owing by the
Company, which Debt is evidenced on the audited and reviewed
financial statements of the Company commencing as filed with the
Securities and Exchange Commission.Therefore, two separate
unrelated parties entered into a separate Debt Purchase Agreement
with Paolucci for payment of consideration each in the amount of
$12,500.00 (each, the Purchase Price) and Paolucci sold and
transferred all of his repsecitve right, title and interest,
including conversion rights of $0.005 per share, in and to the
Debt.
Thus, the remaining amount of debt and accrued interest settled
that comprised the Settlement Debt was $13,083.20 as at December
31, 2016.
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 Settlement Agreement dated January 17, 2017 between Novus
Robotics Inc. and Berardino Paolucci.
10.2 Promissory Note dated January 17, 2017 issued by Novus
Robotics Inc. to Berardino Paolucci.
About NOVUS ROBOTICS INC. (OTCMKTS:NRBT)
Novus Robotics Inc. is a provider of automated manufacturing solutions. The Company is involved in the area of engineering, design and manufacture of robotics and automation technology solutions for tube bending machines. It operates in the segment of engineering, design and the manufacturing of automated tube processing solutions for the automotive industry. It is engaged in designing and installation of retrofits to existing automated systems, automated spare parts for its tube bending machines, automated maintenance and repairs. Its products include Seat Frame System, which consists of unbundler, weld seam station with Roland Seamfinder, computer numerical control (CNC) bending stations with barcode readers; transfers, reject station, vertical 4- post press module with tooling change options; material handling robots, exit racks and safety fences; instrument panel (IP) tube system; IP beam system, and integrated bend-weld system. It produces a 420A system to produce seat frames. NOVUS ROBOTICS INC. (OTCMKTS:NRBT) Recent Trading Information
NOVUS ROBOTICS INC. (OTCMKTS:NRBT) closed its last trading session up +0.24 at 1.74 with 1,022 shares trading hands.