Attached files
| file | filename |
|---|---|
| EX-10.1 - CERTIFICATION - Exmovere Holdings, Inc. | exmo_ex101.htm |
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): November 20, 2009
| Exmovere Holdings, Inc. |
| (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) |
|
DELAWARE
|
000-52713
|
20-8024018
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file
no.)
|
(IRS
Employee
Identification
No.)
|
|
1600
Tysons Boulevard
8th
Floor
McLean,
VA 22102
|
|
(Address
of Principal Executive Offices)
|
| (703) 245-8513 |
|
(Registrant’s
Telephone Number, Including Area
Code)
|
| 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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
On
November 20, 2009, Exmovere Holdings, Inc. (the “Company”) and Horizon Health
International Corp. (“Horizon”) having an address in North Vancouver BC, Canada,
entered into a Definitive Agreement (the “Agreement”) with a term of fifteen
(15) years. The Company has agreed to grant Horizon the exclusive right to
distribute the Telepath Zigbee biosensor wristwatch (“Telepath”) and the Chariot
personal mobility device (“Chariot”, the Chariot collectively with the Telepath
are hereinafter referred to as the “Products”) as each product is more
accurately described in Schedule “A” to the Agreement. Horizon will pay the
Company $2 million dollars in exchange for such exclusive right according to the
following schedule:
|
Amount
|
Payable
on or before
|
|||
|
$150,000.00
|
12/31/2009
|
|||
|
$185,000.00
|
01/30/2010
|
|||
|
$185,000.00
|
03/31/2010
|
|||
|
$185,000.00
|
04/30/2010
|
|||
|
$185,000.00
|
05/31/2010
|
|||
|
$185,000.00
|
06/30/2010
|
|||
|
$185,000.00
|
07/31/2010
|
|||
|
$185,000.00
|
08/31/2010
|
|||
|
$185,000.00
|
09/30/2010
|
|||
|
$185,000.00
|
10/31/2010
|
|||
|
$185,000.00
|
11/30/2010
|
Pursuant
to the Agreement, the Company is obligated to deliver to Horizon all marketing
and technical information on the Products, make a demo unit of the Products
available to Horizon in January of 2010, deliver 10 demo units of the Telepath
on February 15, 2010 and deliver 2 demo units of the Chariot on May 1,
2010. By July 1, the Company is required to be prepared to deliver up
to 10,000 Telepath units per order. By August 1, the Company is
required to be prepared to deliver up to 1,000 Chariot units per
order. Pursuant to the Agreement, Horizon has obligations to spend
certain amounts on marketing, television advertising and a show room for demo
units. The Agreement also sets forth certain sales goals that Horizon
is required to meet by December 2011 and each year thereafter. Each
party has sixty (60) days to cure any default under the Agreement prior to the
time the non-defaulting party may exercise its right to terminate.
The
foregoing description of the Agreement is not intended to be complete and is
qualified in its entirety by the complete text of the Agreement attached as an
exhibit to this Current Report on Form 8-K.
ITEM
1.02. TERMINATION OF A MATERIAL DEFINITIVE
AGREEMENT
The
Company delivered written notice of monetary default to Horizon on February 22,
2010 (the “Default Notice”). Pursuant to the Agreement, Horizon was
required to make an initial payment of $150,000 to Exmovere on December 31, 2009
(the “First Payment”). Horizon failed to make the First Payment and
also failed to make two subsequent payments and currently owes Exmovere
$520,000. After receipt of the Default Notice, without Exmovere’s
knowledge or consent, Horizon issued a press release on February 24, 2010
stating that it had cancelled the Agreement and failing to disclose the
default. Pursuant to the Agreement, Exmovere was required to give
Horizon until March 2, 2010 to cure the default. Horizon has not
cured the default.
Exmovere
will pursue all legal remedies granted to it by law and the Agreement after it
makes a determination as to Horizon’s ability to pay any judgment the Company
may be granted.
ITEM
9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d)
Exhibits.
|
10.1
|
Definitive
Agreement between Exmovere Holdings, Inc. and Horizon Health International
Corp.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Exmovere
Holdings, Inc.
|
||
|
By:
|
/s/
David Bychkov
|
|
|
David
Bychkov
Chief
Executive Officer
|
||
Date:
March 2, 2010