ZNERGY, INC. (OTCMKTS:ZENG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On December 31, 2016, Znergy, Inc. (the Company) entered into a
consulting agreement with AEGIS Professional Services (AEGIS) as
described in Item 5.02 below, which description shall be
incorporated into this Item 1.01. A summary of this agreement is
set forth below.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On December 31, 2016 the Company appointed Arthur Fillmore to
the board of directors. Mr. Fillmore will also serve as General
Counsel to the Company. Concomitantly, the Company entered into
a consulting agreement with Mr. Fillmores employer, AEGIS
Professional Services (AEGIS) (the AEGIS Agreement) to provide
legal and advisory services to the Company.
Mr. Fillmore has a distinguished career. He has practiced for
over 40 years in the areas of mergers and acquisitions, capital
formation, financial transactions and securities law. Mr.
Fillmore has represented, on a national basis, many public and
privately held companies in areas ranging from startup
formation to going public to acquiring other companies or being
acquired. He has been recognized as Super Lawyers of Missouri
and was named One of 50 Missourians You Should Know by Ingrams
Magazine in 2014. He has also been named Best in Bar and one of
10 Legal Leaders of Kansas City. He has also served as Chairman
and CEO of a microprocessor miniaturization company in San
Diego, California. Prior to entering Law School, where he was
the Managing Editor and Lead Article Editor of the Missouri Law
Review, he served in the United States Army, where he achieved
the rank of Captain. He is a combat veteran of Vietnam, where
he received numerous awards, including several Bronze Stars,
and is a member of the United States Army Artillery School Hall
of Fame. Mr. Fillmore is a passionate veterans advocate,
chairing several foundations which assist homeless and disabled
In conjunction with Mr. Fillmores acceptance of his appointment
to the board of directors and as General Counsel, the Company
issued 2 million shares of its common stock (the Shares). The
Shares are vested immediately, are non-assessable and validly
issued, are not subject to any conditions of return to the
Company and were expensed immediately.
On December 31, 2016, the Company executed the AEGIS Agreement.
The AEGIS Agreement has a term of three years and is summarized
The AEGIS Agreement stipulates a discount on legal and advisory
fees in the amount of 25%. Upon executing the agreement, the
Company issued AEGIS an option to purchase 2 million shares of
its common stock (the Option). The Option has a strike price of
$0.10 per share and a term of 3-years.
This Current Report on Form 8-K contains forward-looking
statements. These forward-looking statements are subject to a
number of risks, uncertainties and assumptions. Our actual
results could differ materially from those predicted or
implied. Undue reliance should not be placed on the
forward-looking statements in this Current Report on Form 8-K.
We assume no obligation to update such statements.
Press release dated January 6th, 2017 announcing the appointment of Arthur
Fillmore to the Board of Directors of Znergy, Inc. and as
ZNERGY, INC. (OTCMKTS:ZENG) Recent Trading Information
ZNERGY, INC. (OTCMKTS:ZENG) closed its last trading session 00.00000 at 0.00001 with 267 shares trading hands.