UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 29, 2014
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XHIBIT CORP.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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000-52678
(Commission
File Number)
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20-0853320
(IRS Employer
Identification No.)
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1520 E. Pima St., Phoenix, AZ 85034
(Address of principal executive offices) (Zip Code)
(602) 281-3554
(Registrant's telephone number)
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
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 29, 2014, Jahm Najafi resigned from his position as a director of Xhibit Corp. (the "Company"). Mr. Najafi has informed the Company that there were no disagreements with the Company relating to its operations, policies or practices that led to his resignation.
Section 8 - Other Events
Item 8.01 Other Events.
Working Capital Financing
We are currently engaged in discussions with an affiliate of Mr. Najafi regarding a new asset-based credit facility to address our near-term working capital needs. No definitive agreement has been reached and neither Mr. Najafi nor the affiliated lender is obligated to provide or fund any such credit facility. There is no assurance that we will be successful in consummating this proposed financing. If we are not successful in completing this financing arrangement, we may need to raise additional working capital through the issuance of equity or equity linked debt, which could result in material dilution to our shareholders, or through the issuance of other debt on terms that may be materially disadvantageous to our business. There is no assurance that we can successfully arrange new working capital financing on terms acceptable to us or at all.
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.
Dated: November 4, 2014
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Xhibit Corp., a Nevada corporation
By: /s/ Scott Wiley
Scott Wiley, CFO
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