One Horizon Group, Inc. (NASDAQ:OHGI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On December 13, 2017, we entered into a Mergers & Acquisitions Agreement with First Choice International Company, Inc. (“FCIC”) to which we issued to FCIC 1,075,000 shares of our common stock and warrants to purchase an additional 3,800,000 shares of common stock as an advance for assistance in identifying a potential acquisition candidate.
| Item 3.02 | Unregistered Sales of Equity Securities |
On December 13, 2017, we entered into an agreement wherein we agreed to issue to First Choice International Company, Inc. (“FCIC”) 1,075,000 shares of our common stock (the “Shares”) and warrants to purchase an additional 3,800,000 shares of common stock (the “Warrant Shares”) as an advance against shares and warrants issuable to FCIC for assistance in identifying a potential acquisition candidate. Warrants to purchase 350,000 having an exercise price of $0.60 per share may be exercised until December 31, 2017; warrants to purchase an additional 750,000 shares having an exercise price of $0.75 per share may be exercised during the period commencing April 1, 2018 and ending April 30, 2018; warrants to purchase an additional 850,000 shares having an exercise price of $0.85 per share may be exercised during the period commencing July 1, 2018 and ending July 31, 2018; warrants to purchase an additional 900,000 shares having exercise price of $0.95 per share may be exercised during the period commencing October 1, 2018 and ending October 31, 2018; and warrants to purchase an additional 950,000 shares having exercise price of $1.05 per share may be exercised during the period commencing January 1, 2019 and ending February 28, 2019. The terms of the warrants provide that the holder may not exercise the warrants at any time the holder may be deemed to be the beneficial owner of more than 4.99% of our common stock, as determined under the beneficial ownership rules of the SEC, by virtue of the ownership of the warrants or any of our other securities. We have agreed to file one or more registration statements for the resale of the Shares and Warrants Shares.
The issuance of the Shares and Warrants was exempt from registration to Section 4(a)(2) of the Securities Act. The certificates representing the Shares and the Warrants are endorsed with the customary Securities Act restrictive legend.
| Item 9.01 | Financial Statements and Exhibits. |
One Horizon Group, Inc. ExhibitEX-10.1 2 s108488_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 This “Agreement” dated December 13,…To view the full exhibit click here
About One Horizon Group, Inc. (NASDAQ:OHGI)
One Horizon Group, Inc. is engaged in the development and licensing of software for mobile voice over Internet protocol (VoIP). The Company’s operations include the licensing of software to telecommunications operators and the development of software application platforms that optimize mobile voice, instant messaging and advertising communications over the Internet. It has two business segments, one for business to business line and one for business to consumer line. It designs, develops and sells white label SmartPacket software and services to telecommunications operators. Its licensees deliver an operator-branded mobile Internet communication solution to smartphones, including VoIP, multi-media messaging, video and mobile advertising. It sells its software, branding, hosting and operator services to telecommunications operators, enterprises, operators in fixed line telephony, cable television operators and to the satellite communications sector, and the VoIP as a Service business.
