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

December 27, 2013

Date of Report

(Date of Earliest Event Reported)

Sebring Software, Inc.

(Exact Name of Registrant as Specified in its Charter)

1400 Cattlemen Rd., Suite D, Sarasota, Florida 34232

(Address of Principal Executive Offices, Including Zip Code)

(941) 377-0715

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 nay of the following provisions:

As used in this Current Report on Form 8-K, all references to the “Company,” “we,” “our” and “us” refer to Sebring Software, Inc. 

Item 1.01 Entry into a Material Definitive Agreement.

On December 27, 2013, the Company’s subsidiary, Sebring Management FL, LLC, and Alan D. Shoopak, D.M.D. Orthodontic Group, P.A. (collectively the “Buyers”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Jan A. Simon, D.D.S. and Simon Orthodontic Centers, P.A. (collectively the “Sellers”). Under the terms of the Asset Purchase Agreement, the Sellers agree to sell and the Buyers agree to purchase all of the undertaking, property, and assets of the Seller used in the Seller's dental practice as a going concern, of every kind and description and wherever situated, including but not limited to the assets, inventory, equipment, patient lists, furniture, fixtures, accounts receivables, client databases and lists and files and leasehold improvements of the Practice, such as they are, in ‘as is” condition (the “Assets”). Seller shall retain and be responsible for all liabilities, debts, obligations and expenses of the Practice incurred prior to the Closing Date. Buyer shall be responsible for liabilities, debts, obligation and expenses of the Practice accruing on or after the Closing Date, including but not limited to any federal, state or local income or other tax liability of Seller. The aggregate purchase price for the Assets is Three Million Five Hundred and Fifty Thousand Dollars ($3,550,000) (the “Aggregate Purchase Price”). The Aggregate Purchase Price shall consist of a promissory note for Nine Hundred and Twenty-Five Thousand ($925,000), which will be used to pay for operating assets (the “Operating Assets Promissory Note”), and the remainder shall be paid in cash on the Closing Date. Further, on the Closing Date, Sellers shall deliver to Buyers an independent contractor agreement by and between Jan A. Simon and Alan D. Shoopak (“Independent Contractor Agreement”).

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 27, 2013, the Company’s subsidiary, Sebring Management FL, LLC, and Alan D. Shoopak, D.M.D. Orthodontic Group, P.A., closed the Asset Purchase Agreement described in Item 1.01 above.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

On December 27, 2013, the Company became obligated on direct financial obligations as described in Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

The financial statements required by this Item 9.01 will be filed by an amendment to this Form 8-K within 71 calendar days after the filing date of this Form 8-K.

The pro forma financial information required by this Item 9.01 will be filed by an amendment to this Form 8-K within 71 calendar days after the filing date of this Form 8-K.

Not applicable.

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 thereunto duly authorized.

Date:  January 6, 2014