SOLARIS POWER CELLS, INC. (OTCMKTS:SPCL) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01
| Entry into a Material Definitive Agreement. |
On 21 April 2017, Solaris Power Cells, Inc. (the Company)
and migme Limited (Migme) executed a Share Exchange
Agreement (the Agreement) under which the Company would
acquire all of the issued and outstanding shares of stock of
Migmes wholly-owned subsidiary, Project Goth, Inc. (PGI). PGI is
a subsidiary of Migme that holds all of the operating companies
of Migme, as well as all intellectual property of Migme. As such,
the transaction will represent the purchase by the Company of
Migmes entire operating assets and businesses.
Under the terms of the Agreement, the Company will acquire 100%
of the PGI shares (the PGI Shares), which is to include
all PGI Shares owned by the Convertible Loan Financiers, as
discussed below. At Closing, in exchange for the PGI Shares, the
Company will issue that number of shares of the Companys common
stock representing 45% of the Companys common stock (calculated
on a fully diluted basis) at the Closing (the Acquisition
Shares). Upon Closing, Migme will be entitled to nominate two
members to the Companys Board of Directors, with an additional
three directors to be nominated by the Company.
The closing of the proposed transaction (the Closing) is
conditioned on the satisfaction or waiver of a number of
conditions, including, though not limited to, the following:
| 1. |
Migme obtaining shareholder approval in accordance with all applicable requirements of the Australian Securities Exchange, which is Australias primary securities exchange for public companies, and on which Migme is listed. |
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| 2. |
Migme and PGI raising at least One Million Five Hundred Thousand Dollars in exchange for convertible loans (the Convertible Loans) on terms acceptable to Migme and the Company, from investors (the Convertible Loan Financiers) who will be required to convert all such Convertible Loans into a pro rata amount of the Acquisition Shares. |
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| 3. |
All inter-company debt owed to Migme by its subsidiaries are to be converted into additional shares in those subsidiaries. |
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| 4. | The Company must be current in its SEC reporting obligations. | |
| 5. | Additional customary closing conditions. |
The Agreement includes customary representations, warranties and
covenants of Migme and the Company. The foregoing description of
the Agreement and transaction envisioned thereunder does not
purport to be complete and is qualified in its entirety by the
actual Agreement.
| Item 7.01 | Regulation FD Disclosure. |
On 21 April 2017 the Company issued a press release (the Press
Release) announcing the proposed acquisition described in
Item 1.01, above. In the Press Release, the Company announced
that it believed that the Closing would occur by 15 June 2017. A
copy of the Press Release is attached hereto as Exhibit 99.1 and
incorporated herein by this reference.
As of the date of this Report the Closing has yet to occur. A
number of the conditions to Closing have yet to be satisfied,
including without limitation, (i) the Company not yet being
current in its filing obligations with the SEC; and, (ii) Migme
and PGI have not yet raised the entire amount required under the
Convertible Loans.
The Company and Migme continue to work cooperatively toward a
Closing. Each party is committed to the transaction and is taking
all necessary action to satisfy all conditions to Closing.
| Item 9.01 | Financial Statements And Exhibits. |
The following exhibits are furnished with this report:
| Exhibit No. | Exhibit Description | ||
| 99.1 | 21 April 2017 Press Release. |
Solaris Power Cells, Inc. ExhibitEX-99.1 2 ex99-1.htm Solaris Signs Definitive Agreements to Acquire migme,…To view the full exhibit click here About SOLARIS POWER CELLS, INC. (OTCMKTS:SPCL)
Solaris Power Cells, Inc. is developing a renewable energy storage device, Passive Electron Storage Array (PESA) to market to residential and commercial industrial users. The Company has developed a prototype of its Solaris Power Cell, which is a 100% lead-free, solid state digital storage device. The Company’s device provides a printed circuit board assembly (PCBA) that creates an intelligent power cell creating digital energy storage solution capable of providing energy storage to applications normally reliant and equipped with highly toxic lead acid and nickel metal hydride batteries. Its products can use any renewable or non-renewable energy source, including sun, wind, water, motion or thermal to provide the energy to be stored. Its system stores direct current (DC) energy at a rate limited only by the network feeding it. Its system uses the energy collected by solar panels to charge a PESA array.
