REALBIZ MEDIA GROUP, INC. (OTCMKTS:RBIZ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Agreement with Anshu Bhatnagar, Spin-Off and Warrants
On January 2, 2017, we entered into an agreement with Anshu
Bhatnagar and Alex Aliksanyan, our Chief Executive Officer (the
Agreement). Per the terms of the Agreement, Mr.
Bhatnagar replaced Mr. Aliksanyan as our Chief Executive Officer
effective January 2, 2017 (the Effective Date).
Mr. Aliksanyan also resigned as a member of our Board of
Directors but will remain with us as President of our newly
created real estate division until March 31, 2017, or the
completion of a spin-off of the division (the
Spin-Off). The spin off company will indemnify
us from any liability arising from our real estate operations and
assume all liabilities that were outstanding or accrued prior to
the Effective Date. We will indemnify Mr. Bhatnagar for any
liability arising as a result of the Spin-Off or any actions
prior to the Effective Date. As of the Effective Date and to the
Agreement, we are beginning preparations for the Spin-Off by
separating the accounting and administrative functions of the
real estate division which will be managed by Mr. Aliksanyan from
the food distribution business which will be managed by Mr.
Bhatnagar.
The parties agreed not to make any changes to the Board of
Directors prior to the earliest to occur of the Spin-Off and
March 31, 2017. Thomas Grbelja, a member of our Board of
Directors and our former Chief Financial Officer, will resign as
a member of our Board of Directors upon the earliest to occur of
the completion of the Spin-Off and March 31, 2017.
to the Agreement, Mr. Bhatnagar received warrants on the
Effective Date (the Warrants). The Warrants
grant Mr. Bhatnagar the right to acquire 5% of the outstanding
fully diluted common stock of the Company, this right being fully
vested and exercisable as of the Effective Date. The Warrants
also vest a right to acquire 7,500,000 shares of our common
stock, at an exercise price equal to the market price as of
December 8, 2016 ($0.006 per share), for each $1,000,000 of
revenues that the Company earns during the 2017 calendar year.
The right vests upon the filing of a Form 10-Q or Form 10-K that
reports the revenues necessary for each right to vest. However,
prior to December 31, 2017, the Warrants may only vest up to the
number of shares that would bring Mr. Bhatnagars beneficial
ownership of our common stock up to, but not to exceed fifty (50)
percent. On January 1, 2018, the Warrants vest the right to
acquire shares that would bring Mr. Bhatnagars beneficial
ownership of our common stock up to ninety (90) percent of the
outstanding shares of our common stock, regardless of our income.
Section 3 Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity
Securities
Restricted Stock Grants to Officers and Warrants
On January 2, 2016, we granted shares of restricted stock to Mr.
Aliksanyan and Mr. Grbelja to their separate Restricted Stock
Grant Agreements, both dated January 2, 2017, and the terms of
their separate Employment Agreements. Mr. Aliksanyan was granted
13,699,350 shares of restricted common stock and Mr. Grbelja was
granted 6,109,597 shares of restricted common stock. The shares
of restricted common stock issued to these grants cannot be
transferred for six months. These shares were granted for
services previously performed in their roles as officers of the
Company.
The disclosure in Item 1.01 above, particularly with respect to
the Warrants, is incorporated herein by reference.
Conversion of Convertible Notes
On December 31, 2016, the holders of convertible notes payable
with an outstanding principal balance of $1,105,000 converted
their notes into 69,368,539 shares of our common stock.
Issuance of Series C Preferred Stock
On January 6, 2016, we issued 100,000 shares of Series C
Preferred Stock to Mr. Bhatnagar for $100,000. The terms and
conditions of our Series C Preferred Stock are disclosed in our
Current Report on Form 8-K which was filed on May 8, 2016 and is
incorporated herein by reference.
The issuances of the securities disclosed herein were exempt from
registration to Section 4(a)(2) of the Securities Act of 1933,
the investors are accredited and familiar with our operations and
there was no solicitation in connection with the issuance.
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Resignation of Alex Aliksanyan
Effective January 2, 2016, Alex Aliksanyan resigned as our Chief
Executive Officer and as a member of our Board of Directors. Mr.
Aliksanyans resignation did not involve any disagreement with us
or management relating to our operations, policies, practices or
otherwise.
Resignation of Thomas Grbelja
Effective January 2, 2016, Thomas Grbelja resigned as our Chief
Financial Officer. Mr. Grbelja will remain a member of our Board
of Directors until the earliest to occur of the completion of the
Spin-Off and March 31, 2017. Mr. Grbeljas resignation did not
involve any disagreement with us or management relating to our
operations, policies, practices or otherwise.
Resignation of Warren Kettlewell and Keith White
Effective January 2, 2016, Warren Kettlewell and Keith White
resigned as members of our Board of Directors. The resignations
of Mr. Kettlewell and Mr. White did not involve any disagreement
with us or management relating to our operations, policies,
practices or otherwise.
Appointment of Anshu Bhatnagar
Effective January 2, 2016, Anshu Bhatnagar, age 43, was appointed
as our Chief Executive Officer and a member of the Board of
Directors to the terms of the Agreement. The disclosure under
Item 1.01 above is hereby incorporated by reference.
Mr. Bhatnagar is a food distribution veteran and previously was
CEO of American Agro group, an international trading and
distribution company that specialized in exporting agricultural
commodities and food products.
Prior to joining RealBiz, Mr. Bhatnagar was also a Managing
Member of Blue Capital Group, a real estate oriented multi-family
office focused on acquiring, developing and managing commercial
real estate as well as investing in operating businesses. He
joined Blue Capital Group in 2008, and this role involved
transactions covering millions of square feet of office,
residential, and hotel space. He has also owned, operated and
sold other successful businesses in technology, construction, and
waste management. In conjunction with these activities, Mr.
Bhatnagar was involved in executing numerous debt and equity
transactions with operating businesses.
In addition to managing operations on multiple continents, Mr.
Bhatnagar also has significant experience working closely with
local and federal governments on community development projects.
His current, primary focus is on transforming RealBiz into an
international leader in multiple food categories.
About REALBIZ MEDIA GROUP, INC. (OTCMKTS:RBIZ)
RealBiz Media Group, Inc. is a real estate digital media and technology company. The Company is engaged in the business of providing digital media and marketing services for the real estate industry. It operates in real estate, primarily through Web-assisted services segment. The Company, through its HomeTourNetwork operation provides a television video-on-demand network, a MicroVideo App network and an existing Virtual Tour network. It provides video search, storage and marketing capabilities on multiple platform dynamics for Web, mobile and television. It offers products and services, including enterprise video production, Nestbuilder Agent 2.0, The Virtual Tour (VT) and Microvideo App (MVA), ReachFactor, NestBuilder Website Portal, Nestbuilder Agent and Ezflix Mobile App. It offers services to franchisor accounts in the North America real estate market for compiling listings into a video format and distributing to franchisor’s Websites, brokers and agents, and platforms. REALBIZ MEDIA GROUP, INC. (OTCMKTS:RBIZ) Recent Trading Information
REALBIZ MEDIA GROUP, INC. (OTCMKTS:RBIZ) closed its last trading session down -0.0010 at 0.0340 with 813,397 shares trading hands.