SOURCE FINANCIAL, INC. (OTCMKTS:SRCF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
On January 24, 2017, Source Financial, Inc. (the Company), CSES
Group, Inc. (CSES) and CSES Acquisition, Inc. (Merger Sub)
executed an Agreement and Plan of Merger (the Merger Agreement)
to which Merger Sub will be merged into CSES (the Merger), each
outstanding share of common stock of CSES will be converted into
10.65375 shares of the Companys Common Stock (the Exchange Ratio)
and each outstanding warrant and option to purchase CSES common
shares will be cancelled in exchange for a warrant or option to
purchase shares of the Companys Common Stock based on the
Exchange Ratio. As a result of the Merger, the former
stockholders of CSES will own approximately 76.60% of the
Companys Common Stock to be outstanding immediately following the
Merger. This percentage does not give effect to any warrants or
options (or a convertible note). As a result of the Merger, CSES
will become a wholly owned subsidiary of the Company.
The Merger is subject to the satisfaction of certain conditions
including that all derivatives securities of the Company will be
cancelled or converted so that, as of the Closing of the Merger,
the Company will have no more than 38,807,335 shares of Common
Stock outstanding, all of the directors and officers of the
Company will have resigned effective upon the election and
appointment of the CSES nominees, the Company will have not more
than $25,000 in liabilities and an amendment to the Company
Certificate of Incorporation will have been filed with the
Delaware Secretary of State increasing the authorized shares of
Common Stock of the Company to 500,000,000 and of the Companys
Preferred Stock to 10,000,000 and changing the Companys name to
CSES is a privately held Nevada corporation. CSES has developed a
proprietary refrigerant technology that management of CSES
believes is a replacement for many refrigerants that have
detrimentally affected the global environment.
The form of the Merger Agreement is attached as Exhibit 10.1 to
this Report, and the summary description of the terms of the
Agreement contained herein is qualified in its entirety by
reference to Exhibit 10.1.
Item 9.01.Financial Statements and Exhibits.
There is filed as part of this report the exhibit listed on the
accompanying Index to Exhibits, which information is incorporated
herein by reference.
Agreement and Plan of Merger among Source Financial, Inc.,
CSES Group, Inc. and CSES Acquisition, Inc.
About SOURCE FINANCIAL, INC. (OTCMKTS:SRCF)
Source Financial, Inc. is a development-stage company. The Company offers Content Monetization Engine that provides the music industry with a platform to monetize new and existing content on the Internet. The Company is focused on application development and deployment. The Company focuses on offering an accelerator program (the Venture Track Program) designed to provide early-stage technology companies with bridge loans, support in all areas of business development, and access to equity crowdfunding. The Company owns www.scoocher.com, an online content monetization engine. The Company focuses on identifying, purchasing and deploying select applications. The Company focuses on providing office space to early-stage technology companies with receptionist coverage, mail services, conference rooms, as well as access to on site legal and accounting, advertising and marketing services, networking events, investor presentations, and business plan competitions. SOURCE FINANCIAL, INC. (OTCMKTS:SRCF) Recent Trading Information
SOURCE FINANCIAL, INC. (OTCMKTS:SRCF) closed its last trading session up +0.004 at 0.760 with 3,300 shares trading hands.