Attached files
| file | filename |
|---|---|
| EX-10.2 - MIKOJO Inc | v172258_ex10-2.htm |
| EX-10.1 - MIKOJO Inc | v172258_ex10-1.htm |
| EX-10.3 - MIKOJO Inc | v172258_ex10-3.htm |
| EX-10.4 - MIKOJO Inc | v172258_ex10-4.htm |
| EX-10.5 - MIKOJO Inc | v172258_ex10-5.htm |
| EX-10.7 - MIKOJO Inc | v172258_ex10-7.htm |
| EX-10.8 - MIKOJO Inc | v172258_ex10-8.htm |
| EX-99.1 - MIKOJO Inc | v172258_ex99-1.htm |
| EX-10.6 - MIKOJO Inc | v172258_ex10-6.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): January 13, 2010
Mikojo,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-53185
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95-3797580
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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1840
Gateway Drive, Suite 200, Foster City, CA
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94404
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 650-283-2653
n/a
(Former
name or former address, if changed 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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01 Entry into a
Material Definitive Agreement
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Item 8.01 Completion of
Acquisition or Disposition of Assets
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SIGNATURES
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EXHIBIT
INDEX
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1) On
January 22, 2010, Mikojo, Inc. (the “Company”) entered into a credit enhancement
agreement (the “Facility”) with Atlas Investment Corporation, pursuant to which
Atlas will issue Letters of Credit (LCs) to support Mikojo advertising expenses
aggregating approximately $23 million over a 14-month period. Under
the terms of the Facility, Atlas will provide LCs issued by acceptable banking
institutions to serve as collateral for Mikojo’s agreements with its advertising
partners. It is anticipated that LCs will be issued, released and re-issued on a
revolving basis and that the maximum amount of LCs outstanding at any point in
time will be $5,000,000. The Facility has an initial term of 14
months, with an option to renew or rollover (at the sole discretion of Atlas)
for an additional 12-month period. The initial 14-month time frame
permits Mikojo to utilize a 2-month time period to ramp up its advertising
business, followed by 12 months of advertising operations. Atlas has
agreed to provide an initial LC in the amount of $1,000,000 the first month of
the Facility; two additional LCs aggregating an additional $2,000,000 the second
month and additional LCs totaling $2,000,000 the third month, to bring the
aggregate total to the agreed $5,000,000. It is anticipated that the
aggregate amount of LCs to be provided over the initial term of the Facility is
approximately $23 million.
In
consideration of Atlas providing the Facility, Mikojo shall issue senior
debentures to Atlas over the initial term of the Facility aggregating $4,600,000
(subject to adjustment in the event the full amount of the Facility is not
utilized), which will have staggered maturity dates commencing 3 months
following the issuance of the initial LC. Unless the facility is
prematurely terminated, the $4,600,000 is the estimated minimum amount of
debentures the company expects to issue to Atlas. In addition to the
Facility, Atlas will have the first right of refusal to arrange for factoring of
Mikojo’s receivables that are generated by utilizing the LC collateral provided
by Atlas. Such factoring could provide Mikojo with additional cash,
which could produce additional revenues through the ability support the
placement of additional advertising.
2) On
January 13, 2010, the Company entered into a Consulting Agreement with
Accelerated Venture Partners LLC (“AVP”) pursuant to which AVP will work with
the Company to facilitate and support the development of advertising placements
and assist in the arrangement of credit enhancement and working capital
financing to support the Company’s placement of internet
advertising. The agreement is for a term commencing the date of the
Agreement and terminating concurrently with the termination of all internet
advertising revenue to the Company. In consideration of Accelerated’s
services, the Company agreed to pay a consulting fee equal to four percent (4%)
of the gross revenues generated from the Company’s advertising placements on the
internet, regardless of the source of such revenues, payable immediately upon
receipt by the Company of all payments on account of such internet
advertising.
3) On
January 13, 2010, the Company entered into a Consulting Agreement with Robert
Gray, vSource1, Inc. and Scarborough Capital pursuant to which the consultants
will work with the Company to support the development of financing for
advertising placements for paying sponsors on the internet and to introduce the
Company to third parties who could potentially participate with the Company in
internet advertising activities. The agreement is for a term
commencing the date of the Agreement and terminating upon the termination of all
financing contracts supporting the Company’s internet advertising
activities. In consideration of the consultant’s
services, the Company agreed to pay a consulting fee equal to three percent (3%)
of the amount of financing made available to the Company on a monthly basis
which is used to facilitate the Company’s advertising placement for paying
sponsors on the internet.
4) On
January 13, 2010, the Company entered into a Consulting Agreement with Adam
Nettlefold pursuant to which he will (a) assist the Company in developing an
advanced search infrastructure appropriate for its business; (b) advise and
assist the Company with respect to its advertising, ad placement and business
plan; (c) advise and assist the Company with respect to its sales and marketing
strategy and plans and (d) provide such other general consulting services
relating to the foregoing as the Company’s Chief Executive Officer or board of
directors may request. The agreement commences upon execution and is
terminable upon written notice by either party. In consideration of the
consultant’s services, the Company agreed to issue a non-qualified option
(pursuant to the Company’s 2009 Stock Plan) to purchase 1,200,000 shares of the
Company’s common stock at an exercise price of $0.01 per share. The
Company shall have a re-purchase option with respect to the shares which are the
subject of the option which shall lapse with respect to 6.25% of the total
number of shares which are the subject of the option three (3) months after the
effective date of the agreement, and the re-purchase option shall further lapse
ratably with respect to the remaining shares on a monthly basis thereafter over
a 45-month period. At such time as the Company is funded with an
agreed level of outside financing, and upon the mutual agreement of the Company
and the consultant, the agreement will terminate and the Company shall hire the
consultant as its Vice President of Internet Advertising at an annual base
salary of $220,000, together with an incentive compensation agreed by the
Company’s board of directors (including provision for a severance payment upon a
termination without cause).
5) On
January 24, 2010, the Company entered into a Consulting Agreement with Frank
Cuda pursuant to which he will (a) assist the Company in developing business
relationships, search scenarios and key word identification strategies
appropriate for its business; (b) advise and assist the Company with respect to
its advertising, ad placement and business plan; (c) advise and assist the
Company with respect to its sales and internet ad building and (d) provide such
other general consulting services relating to the foregoing as the Company’s
Chief Executive Officer or board of directors may request. The
agreement commences upon execution and is terminable upon written notice by
either party. In consideration of the consultant’s services, the Company agreed
to issue a non-qualified option (pursuant to the Company’s 2009 Stock Plan) to
purchase 100,000 shares of the Company’s common stock at an exercise price of
$0.01 per share. The Company shall have a re-purchase option with
respect to the shares which are the subject of the option which shall lapse with
respect to 6.25% of the total number of shares which are the subject of the
option three (3) months after the effective date of the agreement, and the
re-purchase option shall further lapse ratably with respect to the remaining
shares on a monthly basis thereafter over a 45-month period. At such
time as the Company is funded with an agreed level of outside financing, and
upon the mutual agreement of the Company and the consultant, the agreement will
terminate and the Company shall hire the consultant as its Internet Advertising
Manager at an annual base salary of $90,000, together with an incentive
compensation agreed by the Company’s board of directors.
6) On October
21, 2009, the Company entered into a Consulting Agreement with Ian Evans
pursuant to which he will (a) assist the Company in developing business
relationships, search scenarios and key word identification strategies
appropriate for its business; (b) advise and assist the Company with respect to
its advertising, ad placement, business plan and IT infrastructure; (c) advise
and assist the Company with respect to its advertising, sales and marketing
strategy and plans and (d) provide such other general consulting services
relating to the foregoing as the Company’s Chief Executive Officer or board of
directors may request. The agreement commences upon execution and is
terminable upon written notice by either party. In consideration of the
consultant’s services, the Company agreed to issue a non-qualified option
(pursuant to the Company’s 2009 Stock Plan) to purchase 200,000 shares of the
Company’s common stock at an exercise price of $0.01 per share. The
Company shall have a re-purchase option with respect to the shares which are the
subject of the option which shall lapse with respect to 6.25% of the total
number of shares which are the subject of the option three (3) months after the
effective date of the agreement, and the re-purchase option shall further lapse
ratably with respect to the remaining shares on a monthly basis thereafter over
a 45-month period. At such time as the Company is funded with an
agreed level of outside financing, and upon the mutual agreement of the Company
and the consultant, the agreement will terminate and the Company shall hire the
consultant as its Sr. Manager of Business Development at an annual base salary
of $130,000, together with an incentive compensation agreed by the Company’s
board of directors (including provision for a severance payment upon a
termination without cause).
7) On
January 23, 2010, the Company entered into a Consulting Agreement with James E.
Cates pursuant to which he will (a) serve as acting CEO assisting the Company in
developing an advanced search infrastructure appropriate for its business; (b)
advise and assist the Company with respect to its general operations and
advertising, ad placement and its business plan; (c) advise and assist the
Company with respect to its advertising, sales and marketing strategy and plans
and (d) provide such other general consulting services relating to the foregoing
as the Company’s Chief Executive Officer or board of directors may
request. The agreement commences upon execution and is terminable
upon written notice by either party. In consideration of the consultant’s
services, the Company agreed to issue a non-qualified option (pursuant to the
Company’s 2009 Stock Plan) to purchase 1,000,000 shares of the Company’s common
stock at an exercise price of $0.01 per share. The Company shall have
a re-purchase option with respect to the shares which are the subject of the
option which shall lapse with 1/36 of the shares which are the subject of the
option over a 36 month period from the date of the
agreement. Further, the repurchase right shall lapse with respect to
50% of such shares upon the consultant executing an employment agreement with
the Company, with the remaining 50% of such shares being incorporated into the
employment agreement. At such time as the Company is funded with an agreed level
of outside financing, and upon the mutual agreement of the Company and the
consultant, the agreement will terminate and the Company shall hire the
consultant as its Chief Executive Officer at an annual base salary of $300,000,
together with an incentive compensation agreed by the Company’s board of
directors.
8) On
January 23, 2010, the Company entered into a Consulting Agreement with
Accelerated Venture Partners LLC to which it will (a) assist the Company in
developing its infrastructure, controls and procedures appropriate for its
business; (b) advise and assist the Company with respect to its advertising, ad
placement, business planning, human resources and investor relations; (c) advise
and assist the Company with respect to its advertising, sales and marketing
strategy, contracts and SEC reporting requirements and (d) provide such other
general consulting services relating to the foregoing as the Company’s Chief
Executive Officer or board of directors may request. The agreement
commences upon execution and is terminable upon written notice by either party.
In consideration of the consultant’s services, the Company agreed to issue a
non-qualified option (pursuant to the Company’s 2009 Stock Plan) to purchase
1,500,000 shares of the Company’s common stock at an exercise price of $0.01 per
share. The Company shall have a re-purchase option with respect to
the shares which are the subject of the option which shall lapse with respect to
6.25% of the total number of shares which are the subject of the option three
(3) months after the effective date of the agreement, and the re-purchase option
shall further lapse ratably with respect to the remaining shares on a monthly
basis thereafter over a 33-month period. At such time as the Company
is funded with an agreed level of outside financing, the Company will pay the
consultant a monthly fee of $25,000 together with an agreed incentive
plan.
On
January 26, 2010, Mikojo, Inc. (the “Company”) issued a press release announcing
that it had entered into a credit enhancement agreement with Atlas Investment
Corporation, pursuant to which Atlas will issue Letters of Credit to support
Mikojo advertising expenses aggregating approximately $23 million over a
14-month period. A copy of the press release is attached hereto as
Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1
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Memorandum
of Understanding dated January 13, 2010 by and between Atlas Investment,
LLC and Mikojo, Inc.
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10.2
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Consulting
Agreement dated January 13, 2010 by and between Accelerated Venture
Partners LLC and Mikojo, Inc.
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10.3
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Consulting
Agreement dated January 13, 2010 by and between Robert Gray, vSource1,
Inc. and Scarborough Capital and Mikojo,
Inc.
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10.4
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Consulting
Agreement dated January 23, 2010 by and between Adam Nettlefold and
Mikojo, Inc.
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10.5
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Consulting
Agreement dated January 24, 2010 by and between Frank Cuda and Mikojo,
Inc.
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10.6
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Consulting
Agreement dated October 21, 2009 by and between Ian Evans and Mikojo,
Inc.
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10.7
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Consulting
Agreement dated January 23, 2010 by and between James Cates and Mikojo,
Inc.
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10.8
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Consulting
Agreement dated January 23, 2010 by and between Accelerated Venture
Partners LLC and Mikojo, Inc.
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99.1
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Press
Release dated January 26, 2010
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SIGNATURES
Pursuant
to 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
hereunto duly authorized.
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Mikojo,
Inc.
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| By: | /s/ James E. Cates | |||||
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Dated:
January 26, 2010
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Name:
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James
E. Cates
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Title:
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President
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EXHIBIT
INDEX
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10.1
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Memorandum
of Understanding dated January 13, 2010 by and between Atlas Investment,
LLC and Mikojo, Inc.
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10.2
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Consulting
Agreement dated January 13, 2010 by and between Accelerated Venture
Partners LLC and Mikojo, Inc.
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10.3
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Consulting
Agreement dated January 13, 2010 by and between Robert Gray, vSource1,
Inc. and Scarborough Capital and Mikojo,
Inc.
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10.4
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Consulting
Agreement dated January 23, 2010 by and between Adam Nettlefold and
Mikojo, Inc.
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10.5
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Consulting
Agreement dated January 24, 2010 by and between Frank Cuda and Mikojo,
Inc.
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10.6
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Consulting
Agreement dated October 21, 2009 by and between Ian Evans and Mikojo,
Inc.
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10.7
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Consulting
Agreement dated January 23, 2010 by and between James Cates and Mikojo,
Inc.
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10.8
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Consulting
Agreement dated January 23, 2010 by and between Accelerated Venture
Partners LLC and Mikojo, Inc.
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99.1
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Press
Release dated January 26, 2010
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