ONSTREAM MEDIA CORPORATION (OTCMKTS:ONSM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed in our 8-K filed on March 2, 2017, on February 28, 2017, we entered into a Patent Purchase Agreement (the “Agreement”) with Mr. Eriya Unten, a resident of Japan and an unrelated third-party (the “Buyer”), for our sale of U.S. Patents (Nos. 9,161,068 and 9,467,728) and related U.S. Patent Applications (Nos. 14/843,457 and 15/255,416), which sale includes our entire right, title and interest in such Patents and the rights, if any, to the related Patent Applications, the causes of action to sue for infringement thereof, and any other legal rights entitled by the original owner of the Patents and Patent Applications under the law. The disclosures in our March 2, 2017 8-K, as well as the exhibits to that document, are incorporated herein by reference. As previously disclosed in our 8-K filed on June 2, 2017, in a letter dated May 29, 2017 and signed by us and the Buyer, the Buyer requested and we granted an extension to June 25, 2017 for the Buyer to address certain requirements by the bank financing this transaction and for Buyer to close the transaction.
On July 17, 2017, we agreed to the terms of a letter from the Buyer, in which the Buyer requested and we granted a further extension toclose this transaction, in exchange for the Buyer’s agreement to pay us $250,000 on or before July 25, 2017 and $1,250,000 on or before August 31, 2017, such payments to be applied against the purchase price set forth in the Agreement. In the letter, the Buyer represented that it had received approval from two of the three financing banks and conditional approval from the third. Although the extension as set forth in the letter is for the necessary time to comply with the banks requirements and complete the entire transaction, in that letter the Buyer stated that it believed the transaction could be concluded by August 31, 2017.
Our receipt of additional purchase price funds beyond the $1.0 million non-refundable deposit already received is subject to risks and uncertainties that include, but are not limited to, Buyer’s ability to fund its obligation under the Agreement, including but not limited to its ability to obtain any necessary financing, the impact of any applicable U.S., Japanese or other government regulations affecting the Agreement, any changes in the status of the Patents or Patent Applications and/or the impact of any actions resulting from this announcement. See “Cautionary Note Regarding Forward-Looking Statements” below.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this document and elsewhere by Onstream Media are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such information includes, without limitation, the business outlook, assessment of market conditions, anticipated financial and operating results, strategies, future plans, contingencies and contemplated transactions of the company. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors which may cause or contribute to actual results of company operations, or the performance or achievements of the company or industry results, to differ materially from those expressed, or implied by the forward-looking statements. In addition to any such risks, uncertainties and other factors discussed elsewhere herein, risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied for the forward- looking statements include, but are not limited to fluctuations in demand; changes to economic growth in the U.S. economy; government policies and regulations, including, but not limited to those affecting the Internet. In this particular matter, such risk and uncertainties include the Buyer’s ability to fund its obligation under the Agreement, including but not limited to its ability to obtain any necessary financing, the impact of any applicable U.S., Japanese or other government regulations affecting the Agreement, any changes in the status of the Patents or Patent Applications and/or the impact of any actions resulting from this announcement. Onstream Media undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in Onstream Media Corporation's filings with the Securities and Exchange Commission.
About ONSTREAM MEDIA CORPORATION (OTCMKTS:ONSM)
Onstream Media Corporation is an online service provider of live and on-demand Internet video, corporate audio and Web communications, and content management applications. The Company operates through two segments: Audio and Web Conferencing Services Group, and Digital Media Services Group. The business activities of the Audio and Web Conferencing Services Group include selling telephone related services to business customers, such as conference calling, voicemail, text messaging and network collaboration. The business activities of the Digital Media Services Group are primarily selling Internet related services to business customers, such as Webcasting, date storage and data streaming. The Audio and Web Conferencing Services Group consists of its Infinite Conferencing division, its Onstream Conferencing Corporation division and its EDNet division. The Digital Media Services Group consists primarily of its Webcasting division and its Digital Media Services Platform division.