OMINTO, INC. (OTCMKTS:INTO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement
On December 13, 2016, Ominto, Inc., a Nevada corporation (the
Company) entered into a Share Exchange Agreement (Lani
Pixels Agreement) with Lani Pixels A/S (Lani Pixels),
to which Lani Pixels purchased one million two hundred
eighty-five thousand seven hundred fourteen (1,285,714) shares of
the Companys common stock, par value $0.001 per share (Common
Stock), at a per share purchase price of $3.50, and in
exchange therefor, Lani Pixels issued and/or transferred to the
Company, all right, title, and interest in and to shares of Lani
Pixelss common stock that represent an aggregate of 20% of the
issued and outstanding common stock of Lani Pixels on a fully
diluted basis. In connection with the share exchange with Lani
Pixels, Lani Pixels issued a promissory note in the amount of
$500,000 (the Note) to the Company. The Note matures on
October 31, 2017 and accrues interest at a rate of 3% per annum.
On December 13, 2016, the Company entered into a Share Exchange
Agreement (Pagel Agreement) with Kim Pagel (Pagel),
to which Pagel purchased one million one hundred forty-two
thousand eight hundred fifty-seven (1,142,857) shares of Common
Stock, at a per share purchase price of $3.50, and an additional
cash amount of $500,000, and in exchange therefor, Pagel
transferred to the Company, all right, title, and interest in and
to shares of Lani Pixelss common stock that represent an
aggregate of 20% of the issued and outstanding common stock of
Lani Pixels on a fully diluted basis.
On December 13, 2016, the Company purchased a senior secured
debenture (the Debenture) from Lani Pixels for the amount
of $2,000,000. The Debenture has a coupon for 5% per annum,
payable semi-annually and a running fee that entitles the Company
to 3% of gross revenues during July 1, 2017 to and including
December 31, 2025, paid semi-annually beginning on February 12,
2018 for the preceding semi-annual period from July 1 through
December 31. The Debenture matures on February 12, 2026 and has a
call option under which the principal amount may be redeemed in
whole from February 12, 2018 or on any consecutive coupon date
thereafter.
The foregoing description of each of the Lani Pixels Agreement
and the Pagel Agreement (collectively, the Agreements)
does not purport to be complete statements of the terms of the
Agreements and is qualified in its entirety by reference to the
full text of each of the Agreements, copies of which are being
filed with this Current Report on Form 8-K as Exhibit 10.1
and Exhibit 10.2, respectively and are incorporated herein
by reference.
The Company previously disclosed a strategic transaction with
Quant Systems, Inc. (Quant) to a share exchange agreement
filed in a Current Report on Form 8-K on September 14, 2016. The
transaction with Quant closed on December 13, 2016 with modified
terms.
Item 3.02Unregistered Sales of Equity Securities
The information provided in Item 1.01 of this Current
Report on Form 8-K related to the aforementioned Lani Pixels
Agreement and Pagel Agreement and share exchange are incorporated
by reference into this Item 3.02.
The shares of Common Stock to be issued to the Lani Pixels
Agreement and the Pagel Agreement, shall be issued in reliance
upon an exemption from registration afforded under Section 4(2)
of the Securities Act of 1933, as amended (the Securities
Act) for transactions by an issuer not involving a public
offering, or Regulation D promulgated thereunder. Each of the
Lani Pixels Agreement and the Pagel Agreement is an exempt
transaction to Section 4(2) of the Securities Act as the share
exchanges were private transactions by the Company and did not
involve any public offering. Additionally, the Company relied
upon the exemption afforded by Rule 506 of Regulation D of the
Securities Act.
Item 8.01Other Events
In connection with the above-referenced share exchanges, the
Company issued a press release announcing its participation in
the share exchanges (the Press Release). A complete copy
of the Press Release is attached hereto as Exhibit 99.1.
The information contained in this Item 8.01 of this
Current Report on Form 8-K is being furnished and shall not be
deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that section. The
information in this Item 8.01 shall not be deemed
incorporated by reference in any filing under the Securities Act
or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01Financial Statements and Exhibits.
| Exhibit No. | Description | Location | ||
| 10.1 |
Share Exchange Agreement dated as of December 13, 2016 by and between Ominto, Inc. and Lani Pixels A/S |
Filed herewith | ||
| 10.2 |
Share Exchange Agreement dated as of December 13, 2016 by and between Ominto, Inc. and Kim Pagel |
Filed herewith | ||
| 99.1 |
Press Release dated December 13, 2016 |
Filed herewith |
About OMINTO, INC. (OTCMKTS:INTO)
Initio, Inc. is engaged in the provision of management and consulting services. The Company’s management and consulting business is located in Rochelle Park in New Jersey. The Company offers consulting services. Its services include processes, which involves process and work flow analysis and re-design; people, which includes management and staff effectiveness; technology, which involves evaluating the proper tools to do the job; content, which includes document and work flow efficiency, and overhead, which includes work environment, utilities, space and logistic. The Company provides services to small, but established companies. Its subsidiary includes D&F Solutions Inc. OMINTO, INC. (OTCMKTS:INTO) Recent Trading Information
OMINTO, INC. (OTCMKTS:INTO) closed its last trading session 00.000 at 0.200 with 11,500 shares trading hands.