One Horizon Group, Inc. (NASDAQ:OHGI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.01 Completion of Acquisition of Disposition of Assets.
On February 4, 2019, One Horizon Group, Inc. (the “Company” or “OHGI”) entered into and consummated an agreement (the “Agreement’) with Banana Whale Studios Pte Ltd (“BWS”), and the founding shareholders of BWS (the “BWS Stockholders”), to which the Company sold its majority interest in BWS representing 51% of the outstanding shares of BWS (the “BWS Shares”) in exchange for $2,000,000, consisting of $1,500,000 in cash and a $500,000 promissory note bearing interest at 5% per annum payable on December 31, 2019 (the “BWS Note”). Under the BWS Note, BWS can prepay the BWS Note in whole or in part without premium or penalty. to the BWS Note, the BWS Stockholders agreed to guarantee the payments of all amounts due thereunder on a limited-recourse basis.
On February 4, 2019, the Company also entered into a Pledge and Escrow Agreement with the BWS Stockholders to which the BWS Stockholders agreed to place the BWS Shares in escrow as security for payment of the BWS Note.
The Agreement also terminated certain of the remaining obligations under that the Exchange Agreement dated as of May 18, 2018, as amended (the “Exchange Agreement”) which was previously entered into by the Company and the BWS Stockholders, releasing the Company and BWS and the BWS Stockholders from their remaining obligations thereunder. to the Exchange Agreement, the Company had agreed to acquire the BWS Shares in exchange for a number of the Company’s shares to be based upon the earnings of BWS.
At the closing of the Exchange Agreement, the Company deposited 7,383,000 shares of its common stock (the “OHGI Shares”) into an escrow account for the benefit of the BWS Shareholders. Under the Agreement, the Company agreed to leave the OHGI Shares in escrow and together with the BWS Stockholders, to instruct the escrow agent that the OHGI shares will remain in escrow for a period of at least 90 days pending an absence of asserted claims under the Agreements indemnification provisions.
The foregoing descriptions of the Agreement, the BWS Note, and the Pledge and Escrow Agreement, do not purport to be complete and are qualified in their entirety by reference to the full text of the documents, copies of which are filed as Exhibits 10.1, 10.2 and 10.3. respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On February 5, 2019, the Company issued a press release announcing that it had entered into and consummated the Agreement. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
One Horizon Group, Inc. Exhibit
EX-10.1 2 s115799_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION AGREEMENT This AGREEMENT (the “Agreement”) is entered into as of February 4,…
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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.