PROTEXT MOBILITY, INC. (OTCMKTS:TXTM) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM 2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS.
Closing Of Share Exchange Agreement
On December 31, 2016, the Registrant, ProText Mobility, Inc., a
Delaware corporation (ProText or the Company), consummated a
Share Exchange with Planda Biotechnology South Africa (Pty) Ltd.
(Planda SA), a South African company. Under the terms of the
Share Exchange, the shareholders of Planda SA received 100,000
shares of ProText Series D Preferred Stock in exchange for 50% of
the issued and outstanding capital of Planda SA. A copy of the
Share Exchange Agreement is attached hereto as Exhibit 2.01. It
is the intention of management of ProText that this transaction
be treated as a reverse merger with Planda SA treated as the
successor issuer to ProText for SEC reporting and accounting
purposes.
The Registrant intends to file an Amendment to the Articles of
Incorporation changing the name of the company at some future
time.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01
CHANGE IN CONTROL OF REGISTRANT
Under the terms of the Share Exchange detailed in Item 2.01,
control of the Company was transferred to the previous
shareholders of Planda Biotechnology South Africa (Pty) Ltd. and
are held by Planda Biotechnology, Inc., a Nevada corporation,
which now controls 100,000 shares of Series D Preferred Stock,
which is convertible into 75% of the post conversion issued and
outstanding shares of common stock and which has voting rights
equivalent to the number of shares into which the Series D
Preferred is convertible. This transaction transferred control of
the Company to Planda Biotechnology, Inc., which has majority
voting control on all shareholder matters.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On December 31, 2016, the Company accepted the resignation of
David Lewis as Interim Chief Executive Officer. Mr. Lewis remains
on the Board of Directors.
Under the terms of the Share Exchange detailed in Item 2.01, the
shareholders of Planda Biotechnology South Africa were permitted
to nominate representatives to serve on the Board of Directors.
Accordingly, on December 31, 2016, the Company appointed Roger
Baylis-Duffield to the Board of Directors and to serve as the
Chief Executive Officer of the Company.
Mr. Baylis-Duffield is Chairman and Chief Executive Officer of
Planda Biotechnology Inc. which he co-founded 2001 as a private
Irish research company, Global Energy Solutions Corporation
Limited, which merged into Planda in 2011. Mr. Baylis-Duffield
has spent the last two decades developing the scientific platform
of the Planda science through research and development programs
in various parts of the world. In 2014, the Planda proprietary
hydrodynamic processing system was commercialized at the Senteeko
tea estate, South Africa. He has been involved with the science
through many research and development programs with academic
institutions, including three South African universities namely,
North West University Department of Pharmacology, University of
Cape Town and the University of Pretoria. Prior published
research was conducted in the USA with the University of
Washington and the USDA, Albany California. Mr. Baylis-Duffield
is not related to any other director, executive officer,
orpersonnominated or chosen by theregistrantto become a director
or executive officer. There are no arrangements or
understandings, written, implicit or implied, between Mr.
Baylis-Duffield and any other persons to which such he was
selected as a director. Mr. Duffield was appointed Chairman of
the Board of Directors by the other director and will serve in
that capacity until the next meeting of shareholders. Mr.
Baylis-Duffield is not a party to any contracts, arrangements,
agreements or other materials obligations of the Registrant. As
Chief Executive Officer, Mr. Baylis-Duffield has agreed to an
annual compensation of $90,000. There are no benefits or stock
awards connected with his compensation arrangement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibit |
Description |
|
99.77H |
Plan of Exchange |
About PROTEXT MOBILITY, INC. (OTCMKTS:TXTM)
ProText Mobility, Inc. develops, markets and sells software solutions for the mobile communications market primarily for protecting children from dangers derived from mobile communications and mobile device use. The Company’s offerings include solutions with downloadable applications for mobile communications devices, such as SafeText, DriveAlert and Compliant Wireless. Its SafeText is a service for mobile devices that provides parents a tool to help manage their children’s mobile communication activities. Its DriveAlert is a virtual lock-box, designed to curb mobile device use while driving and to help mitigate the risks of driving while distracted. Its Compliant Wireless is a mobile platform designed for small to large companies. The mobile solutions for the enterprise/corporate compliance are marketed under Compliant Wireless and those with consumer solutions are marketed under FamilyMobileSafety. PROTEXT MOBILITY, INC. (OTCMKTS:TXTM) Recent Trading Information
PROTEXT MOBILITY, INC. (OTCMKTS:TXTM) closed its last trading session 00.00000 at 0.00030 with 13,359,930 shares trading hands.