AND EXCHANGE COMMISSION
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
of Report (Date of Earliest Event Reported): February 5, 2013 (January 29, 2013)
ACQUISITION VII, INC.
name of registrant as specified in its charter)
or other jurisdiction
Wilshire Blvd., Suite 700, Beverly Hills, CA 90212
of Principal Executive Offices)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
January 29, 2013, AFH Acquisition VII, Inc. (the “Company”) entered into an employment agreement (the “Agreement”)
with Alfred E Osborne Jr. pursuant to which Dr. Osborne will
serve as a member of the Company’s board of directors (the “Board”). Dr. Osborne’s compensation
for his services to the Company shall be determined by the Board with the assistance of a compensation expert. The Company will
reimburse Dr. Osborne for all reasonable expenses incurred in connection with his service to
the Company. The Agreement contains customary non-competition and non-solicitation provisions that extend
to two years after termination of Dr. Osborne’s employment with the Company Dr. Osborne
also agreed to customary terms regarding confidentiality and ownership of product ideas.
Osborne has served as Senior Dean of UCLA Anderson School of Management since July 2003. He has served as director of the UCLA
Head Start – Johnson and Johnson Management Fellows Program since 1991. Since July 2003, he served as the Faculty Director
of the Harold and Pauline Price Center for Entrepreneurial Studies and Professor of Global Economics and Management since July
2008. The Price Center serves to organize all faculty research and student activities and curricula related to the study of entrepreneurship
and new business development at UCLA Anderson. Dr. Osborne has served as a member of the board of directors of the Heckman Corporation
since November 2007; Kaiser Aluminum, Inc. since July 2006; Wedbush, Inc. since January 1998; FPA New Income Fund, Inc., FPA Capital
Fund, Inc. and FPA Crescent Fund, Inc. since December 1999; LA Police Memorial Foundation since March 1999; Harvard-Westlake School
since August 2002; Stanford Athletic Board since July 2007; and Fidelity Charitable Gift Fund since November 2007. He has served
as an economic fellow at the Brookings Institution and directed studies at the SEC that contributed to changes in Rule 144, Regulation
D, and other exemptive requirements to the securities laws designed to lower costs and improve liquidity and capital market access
to venture capitalists and emerging growth firms alike. Dr. Osborne completed a Bachelor of Science in Electrical Engineering in
1968, Master of Arts in Economics in 1971, Master of Business Administration in 1971 and Doctorate in Business Economics in 1974,
all at Stanford University.
are no family relationships between Dr. Osborne and any of the Company’s directors or executive
officers and the Company has not entered into any transactions with Dr. Osborne that are reportable
pursuant to Item 404(a) of Regulation S-K.
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete
text of the Agreement, which is attached hereto as Exhibit 10.1.
Item 7.01. Regulation FD Disclosure
On February 5, 2013, the Company reported in
a press release, as attached hereto in Exhibit 99.1, the appointment of Dr. Osborne as a Director
of the Company
Item 9.01 Financial
Statements and Exhibits.
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.
Dated: February 5, 2013
||AFH ACQUISITION VII, INC.
||/s/ Amir F. Heshmatpour
||Amir F. Heshmatpour
||President, Secretary, Chief
Financial Officer and Director