Attached files
| file | filename |
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| EX-2.4 - CERTIFICATION OF SERIES D CONVERTIBLE PREFERRED STOCK - OCTUS INC | exhibit24.htm |
| EX-2.1 - ACQUISITION AGREEMENT - OCTUS INC | exhibit21.htm |
| EX-2.3 - INVESTMENT AGREEMENT - OCTUS INC | exhibit23.htm |
| EX-2.2 - CERTIFICATION OF SERIES E CONVERTIBLE PREFERRED STOCK - OCTUS INC | exhibit22.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
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Date of Report (Date of earliest event reported): February 15, 2011
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(Exact name of registrant as specified in its charter)
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Nevada
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0-21092
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33-0013439
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2020 Research Drive, Suite 110
Davis, CA 95618
530-564-0200
(Address and telephone number of Registrant's principal
executive offices and principal place of business)
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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):
ྎ 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))
This Current Report on Form 8-K contains forward looking statements that involve risks and uncertainties, principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation.” All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this Current Report on Form 8-K, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Current Report on Form 8-K, and in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the United States Securities and Exchange Commission that are incorporated into this Current Report on Form 8-K by reference. The following discussion should be read in conjunction with our annual report on Form 10-K and our quarterly reports on Form 10-Q incorporated into this Current Report on Form 8-K by reference, and the consolidated financial statements and notes thereto included in our annual and quarterly reports. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement.
You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Current Report on Form 8-K. Before you invest in our common stock, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this Current Report on Form 8-K could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Current Report on Form 8-K to conform our statements to actual results or changed expectations.
In this Current Report on Form 8-K, references to “we,” “our,” “us,” “OCTuS, Inc. “OCTI”, “Registrant” or the “Company” refer to OCTuS Inc.., a Necada corporation.
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On February 15, 2011, Registrant entered into an Acquisition Agreement with Alternative Energy Partners, Inc. (“AEGY”), under which Registrant, a Nevada corporation with its principal offices located in Davis, California, will acquire from AEGY its ownership of all of the issued and outstanding stock of Élan Energy Corp., and Sunarias Corporation in exchange for 100 percent of a newly issued class of preferred stock, designated as Series E Convertible Preferred Stock, to be held by an agent, until (1) Registrant has authorized sufficient shares of common stock, and (2) Registrant has registered sufficient underlying common shares to be issued to the shareholders of AEGY, as provided in the Acquisition Agreement. When these two conditions have been met, the Series E Preferred Stock of Registrant will automatically convert into 100 million shares of common stock and will be distributed on a proportionate basis to the shareholders of record of AEGY on February 25, 2011. Prior to the signing of the Acquisition Agreement, there was no relationship between Registrant or any subsidiary or affiliate of Registrant, and AEGY or any affiliate of AEGY.
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AEGY is a publicly traded (OTC BB: AEGY), SEC reporting company incorporated in Florida engaged in the development and installation of alternative energy products and energy management solutions that enable public sector and private organizations to reduce their energy expenses. OCTuS provides building efficiency services to significantly reduce the utility costs of commercial and institutional buildings through the combination of energy-efficient lighting, HVAC and water management systems and products. This is the same basic market segment in which Sunarias Corp. operates, and Registrant will use the platform of commercial HVAC companies operating under Élan Energy to expand these energy technologies. The transaction is scheduled to close on or before March 15, 2011.
On February 15, 2011, Registrant also signed an Investment Agreement with Lin-Han Equity Corporation, a privately held California corporation, under which Lin-Han will acquire 50 million common shares and 40,000 shares of Series D Convertible Preferred Stock of Registrant in exchange for a total of 35,000 shares of common stock of Healthcare of Today, Inc., a California corporation, valued in the Investment Agreement at $630,000. The Series D Preferred Stock carries voting rights equal to 51 percent of the outstanding vote, and is convertible into common shares at the election of the holder equal to 51 percent of the resulting common shares of Registrant then outstanding.
Also as part of the Investment Agreement, the existing operating business of Registrant will be distributed to a new wholly-owned subsidiary of Registrant, where it will continue operations. The existing management of Registrant will resign from their positions as officers and directors of Registrant and will assume management positions in the new operating subsidiary.. Furthermore, Lin-Han shall provide the wholly-owned subsidiary new working capital of an agreed amount of up to Two Hundred Fifty Thousand Dollars ($250,000). An additional investment with the amount and terms to be agreed upon prior to Closing will be provided to the subsidiary for expansion and development of the current business which shall be funded by Lin-Han from a source or sources arranged by it within 60 days after Closing. Conversion of any Preferred Shares to be issued at Closing hereunder to Common Stock will be contingent upon the consummation of these financings.
The Investment Agreement also provides that all existing liabilities of Registrant will be resolved or brought current, that there will be no defaults or delinquencies in any outstanding liabilities, and that all remaining liabilities will have a term ending at least six months after closing. Registrant previously announced in December, 2010 that it has received notice of default on a $500,000 loan due to an unrelated third party, which default must be resolved to the satisfaction of Lin-Han before closing. The transaction is scheduled to close on or before March 15, 2011.
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Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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2.1
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Acquisition Agreement dated February 15, 2011 between Alternative Energy Partners, Inc. and OCTuS, Inc.
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2.2
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Certificate of Designations of Series E Convertible Preferred Stock of OCTuS, Inc.
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2.3
2.4
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Investment Agreement dated February 15, 2011 between Lin-Han Equity Corp. and OCTuS, Inc.
Certificate of Designations of Series D Convertible Preferred Stock of OCTuS, Inc.
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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.
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OCTuS, INC.
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Date: February 22, 2011
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By:
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/s/ Christian Soderquist
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Christian Soderquist, President and CEO
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