Attached files
| file | filename |
|---|---|
| EX-10.1 - SECURITIES PURCHASE AGREEMENT - Zurvita Holdings, Inc. | zurvita_8k-ex1001.htm |
| EX-10.2 - LICENSE AGREEMENT - Zurvita Holdings, Inc. | zurvita_8k-ex1002.htm |
| EX-10.3 - PROMISSORY NOTE - Zurvita Holdings, Inc. | zurvita_8k-ex1003.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 9, 2009
Zurvita
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-145898
|
26-0531863
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
800
Gessner
Houston,
Texas 77024
(Address
of principal executive offices and Zip Code)
___________________
713-464-5002
(Registrant’s
telephone number, including area code)
Copies
to:
Darrin M.
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd Floor
New York,
NY 10006
Telephone:
(212) 930-9700
Fax:
(212) 930-9725
Not
Applicable
(Former
name or former address since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
1.01
|
Entry Into a Material
Definitive
Agreement
|
Securities
Purchase Agreement
On
October 9, 2009 (the “First Closing Date”), Zurvita Holdings, Inc. (the
“Company”) entered into a Securities Purchase Agreement (the “Agreement”) with
Beyond Commerce, Inc. (“Beyond Commerce”), pursuant to which the Company agreed
to purchase an aggregate of 8,000,000 shares of common stock of Beyond Commerce
at a price per share of $0.10 for aggregate consideration of
$800,000. The closing of the transaction was subject to certain
conditions, including but not limited to, the acquisition of certain software
assets of Beyond Commerce by OmniReliant Holdings, Inc. (“OmniReliant”) and the
Company’s entry into a license agreement with OmniReliant (as described below)
covering such software.
Pursuant
to the terms of the Agreement, on the First Closing Date, the Company purchased
3,000,000 shares of common stock. In addition, the Company agreed to
purchase an additional 2,000,000 shares on the date on which the Company is able
to sell ads (the “Second Closing Date”). The Company agreed to acquire 1,000,000
shares on October 23, 2009 (the “Third Closing Date”) and 2,000,000 shares on
the date on which the entire sales, operational and technical transition has
taken place allowing OmniReliant and the Company to operate independently on
their own platform, which shall occur no later than November 1,
2009.
License
Agreement
On
October 9, 2009, the Company entered into a license and marketing agreement (the
“License Agreement”) with OmniReliant whereby OmniReliant granted a perpetual
right and license, under all intellectual property rights applicable to the
LocalAdLink Software (the “Software”), to access, use, execute, display, market,
and sell the Software to the Company in consideration for a royalty fee of $2.00
per user for a period of twenty four (24) months, commencing ninety (90) days
from the date the Company runs its first advertisement. Additionally,
pursuant to the terms of the License Agreement, OmniReliant granted the Company
the right to market and sell the Software through its independent sales
representatives in consideration for a 6% promissory note in the principal
amount of Two Million Dollars ($2,000,000), payable three (3) years from the
date of issuance and convertible at any time at the option of OmniReliant at a
conversion price of $0.25 per share.
The
foregoing is not a complete summary of the terms of the Agreement, License
Agreement and Promissory Note described in this Item 1.01 and reference is made
to the complete text of the Agreement, License Agreement and Promissory Note
attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively.
|
Item
2.02
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant
|
As
described in Item 1.01 above, which information that is required to be disclosed
under this Item 2.02 is hereby incorporated by reference into this Item, on
October 9, 2009, the Company issued and sold a 6% Convertible Debenture in the
principal amount of $2,000,000 (the “Debenture”) to OmniReliant. The Debenture
is due on October 9, 2012 and is convertible at any time, at the option of the
holder, into shares of the Company’s common stock at a conversion price of $0.25
per share. The Debenture was sold and/or issued only to an
“accredited investor,” as such term is defined in the Securities Act of 1933, as
amended (the “Securities Act”), was not registered under the Securities or the
securities laws of any state, and was offered and sold in reliance on the
exemption from registration afforded by Section 4(2) and Regulation D (Rule 506)
under the Securities Act and corresponding provisions of state securities laws,
which exempt transactions by an issuer not involving any public
offering.
2
|
Item
3.02
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Unregistered
Sale of Equity Securities
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See Item 2.03 Above.
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Item
9.01.
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Financial
Statements and Exhibits.
|
|
(d)
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Exhibits.
|
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10.1
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Securities
Purchase Agreement between Beyond Commerce, Inc. and Zurvita Holdings,
Inc. dated October 9, 2009
|
|
10.2
|
License
and Marketing Agreement between OmniReliant Holdings, Inc. and Zurvita
Holdings, Inc. dated October 9,
2009
|
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10.3
|
6%
Debenture dated October 9, 2009
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3
In
accordance with the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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ZURVITA
HOLDINGS, INC.
|
|||
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Dated: October
16, 2009
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By:
|
/s/ Jay Shafer | |
|
Jay
Shafer, Co-Chief Executive Officer
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|||
4
EXHIBIT
INDEX
|
10.1
|
Securities
Purchase Agreement between Beyond Commerce, Inc. and Zurvita Holdings,
Inc. dated October 9, 2009
|
|
10.2
|
License
and Marketing Agreement between OmniReliant Holdings, Inc. and Zurvita
Holdings, Inc. dated October 9,
2009
|
|
10.3
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6%
Debenture dated October 9, 2009
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5