Attached files
| file | filename |
|---|---|
| EX-10.1 - SETTLEMENT AGREEMENT - APT Motovox Group, Inc. | froz_ex101.htm |
| EX-10.2 - ORDER GRANTING APPROVAL - APT Motovox Group, Inc. | froz_ex102.htm |
| EX-99.1 - PRESS RELEASE - APT Motovox Group, Inc. | froz_ex991.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): February 10, 2013
______________
FROZEN FOOD GIFT GROUP, INC.
(Exact name of registrant as specified in its charter)
______________
|
Delaware
|
000-54597
|
27-1668227
|
|
(State or Other Jurisdiction
|
(Commission
|
(I.R.S. Employer
|
|
of Incorporation)
|
File Number)
|
Identification No.)
|
8895 Towne Centre Dr., Suite 105, San Diego, CA 92122
(Address of Principal Executive Office) (Zip Code)
888-530-3738
(Registrant’s telephone number, including area code)
7825 Fay Avenue, Suite 200, La Jolla, CA 92037
(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:
¨ 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 1.01. Entry into a Material Definitive Agreement
On February 12, 2014, the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”), entered an Order Granting Approval of Settlement Agreement (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with a Settlement Agreement (the “Settlement Agreement”) between the Company and IBC Funds, LLC, a Nevada limited liability company (“IBC”), in the matter entitled IBC Funds, LLC, vs. Frozen Food Gift Group, Inc, Case Number 2014 CA 000862 NC (the “Action”). IBC commenced the Action against us to recover an aggregate of $51,919.50 of past-due accounts payable, which IBC had purchased from certain of our vendors pursuant to the terms of separate claim purchase agreements between IBC and each of the respective vendors (the “Assigned Accounts), plus fees and costs (the “Claim”). The Assigned Accounts relate to certain research, technical, development and legal services. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding on February 14, 2014.
The Settlement Agreement provides that in no event shall the number of shares of Common Stock issued to IBC or its designee in connection with the Settlement Agreement, when aggregated with all other shares of Common Stock then beneficially owned by IBC and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder), result in the beneficial ownership by IBC and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 9.99% of the Common Stock.
Furthermore, the Settlement Agreement provides that, for so long as IBC or any of its affiliates hold any shares of Common Stock, we and our affiliates are prohibited from, among other things, voting any securities of Frozen Food Gift Group, Inc., in favor of: (1) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries, (2) a sale or transfer of a material amount of our assets or our subsidiaries’ assets, (3) any material change in our present capitalization or dividend policy, (4) any other material change in our business or corporate structure, (5) a change in our charter, bylaws, or instruments corresponding thereto (6) causing a class of our securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (7) causing a class of our equity securities to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, (8) terminating our transfer agent, (9) taking any action which would impede the purposes and objects of the Settlement Agreement or (10) taking any action, intention, plan or arrangement similar to any of those enumerated above. These prohibitions may not be modified or waived without further order of the Court.
Item 8.01 Other Events.
On February 10, 2014 Frozen Food Gift Group, Inc. (the “Company”) issued the attached Press Release. The press release is attached as Exhibit 99.1 to this report.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Settlement Agreement | |
| 10.2 | Order Granting Approval of Settlement Agreement | |
| 99.1 | Press Release |
2
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.
|
|
FROZEN FOOD GIFT GROUP, INC.
|
|
|
|
||
|
Date: February 14, 2014
|
By:
|
/s/ JONATHAN F. IRWIN
|
|
Jonathan F. Irwin
Chief Executive Officer, Principal Executive
Officer, Principal Financial Officer and
Principal Accounting Officer
|
||
3