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.
On February 20, 2019, One Horizon Group, Inc. (“OHGI”) entered into an Exchange Agreement (the “Exchange Agreement”) with MAHAM LLC (“MAHAM”), all of the members of MAHAM (each, a “Member” and collectively, the “Members”), and Skylar Hauswirth as the representative of the Members (the “Members’ Representative”). to the terms of the Exchange Agreement, OHGI agreed to acquire from each Member, and each Member agreed to sell and transfer to OHGI, a number of membership interests in MAHAM (collectively, the “Member Interests”) representing 51% of the fully diluted Member Interests held by such Member, so as to be a total of 51% of all of the Member Interests, in exchange for the issuance to the Members of shares of OHGI common stock.
to the terms of the Exchange Agreement, on the closing date, each of the Members agreed to transfer to OHGI 51% of their respective percentages of Member Interests, representing in the aggregate, 51% of the all of the Member Interests on a fully diluted basis. In exchange for the transfer of such Member Interests, OHGI agreed to deliver, subject to the conditions of the Exchange Agreement, including the obtaining of OHGI shareholder approval, a number of unregistered shares of OHGI common stock equal to (i) 25% of the dollar value the Members have invested in MAHAM to date, with all non-cash investment based equity owned by Members will be exchanged at the same valuation as the valuation of MAHAM at the time that such non-cash investment based equity was issued, divided by (ii) the market value of OHGI common stock, determined in accordance with the terms of the Exchange Agreement, as of the closing date. Accordingly, as of the closing, OHGI will become a member of MAHAM.
The Exchange Agreement includes customary representations, warranties and covenants by the respective parties. The Exchange Agreement may be terminated by mutual written consent of the parties
| ● | By any of the parties if there is in effect a final non-appealable order, judgment, injunction or decree entered by or with any governmental authority restraining, enjoining or otherwise prohibiting consummation of the transactions to the Exchange Agreement, |
| ● | By OHGI if there has been a material breach of any representation, warranty, covenant or agreement on the part of MAHAM or the Members and such breach has not been cured within ten (10) days after notice of breach, |
| ● | By the Members’ Representative and MAHAM acting jointly if there has been a material breach of any representation, warranty, covenant or agreement on the part of OHGI and such breach has not been cured within ten (10) days after notice of breach, |
| ● | By the Members’ Representative and MAHAM acting jointly, or by OHGI if the closing has not occurred by June 30, 2019, provided, however, that (i) if the closing has not occurred by such date due to a breach of the Exchange Agreement by OHGI, OHGI will not have the right to terminate, and (ii) if the closing has not occurred by such date due to a breach of the Exchange Agreement by any Member of the Members’ Representative or MAHAM, the Members’ Representative and MAHAM will not have the right to terminate, or |
| ● | By OHGI if it determines, prior to closing, that its due diligence review of MAHAM is not satisfactory to OHGI. |
Consummation of the Offer is subject to various conditions, including among others, that OHGI will have obtained approval, by shareholders holding at least a majority of the voting power of OHGI’s outstanding capital stock, of the issuance of OHGI securities in connection with the transactions contemplated under the Exchange Agreement. to Section 5635(a) of the Listing Rules of The Nasdaq Stock Market, OHGI will obtain the affirmative vote of the holders of a majority of the votes cost prior to closing the transaction contemplated under the Exchange Agreement.
Closing of the transaction contemplated under the Exchange Agreement is not subject to a financing condition.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On February 21, 2019, the Company issued a press release announcing that it had entered into the Exchange 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 s115980_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXCHANGE AGREEMENT Dated as of February 20,…
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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.
