Attached files
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| EX-10.1 - EX-10.1 - MyGO Games Holding Co. | ex10-1.htm |
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
Date of Report (Date of Earliest Event Reported): March 30, 2015
MyGO Games Holding Co.
(Exact name of registrant as specified in its charter)
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Florida
(State or other jurisdiction
of incorporation)
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000-55080
(Commission
File Number)
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27-1070374
(IRS Employer
Identification No.)
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12708 Riata Vista Circle, Suite B-140
Austin, TX 78727
(Address of principal executive offices) (Zip Code)
(832) 900-9366
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry Into a Material Definitive Agreement
Watson Settlement Agreement
On March 30, 2015 (the “Watson Effective Date”), the Registrant entered into a settlement agreement with Mr. Paul Watson in relation to a negotiated settlement agreement between the Registrant, the Registrant’s wholly owned subsidiary, My Go Games, LLC (the MyGO Subsidiary) and Mr. Watson regarding Mr. Watson’s employment agreement with MyGO Subsidiary (the “Watson Settlement Agreement”). The Registrant and Mr. Watson have agreed to the following:
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1)
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Mr. Watson agreed to (a) resign all employment with the Registrant and MyGO Subsidiary and (b) not contact, without the involvement (via phone or carbon copy email) of the Registrant or MyGO Subsidiary, which participation may not be unreasonably withheld, any company or individual with which the Registrant or MyGO Subsidiary have or are in the process of negotiating to conduct business for a period of three (3) months following the Watson Effective Date in exchange for the Registrant and MyGO Subsidiary agreeing to (x) pay-off the balance outstanding on the Wells Fargo credit card that is personally guaranteed by Watson and (y) pay Mr. Watson severance in an amount equal to the payroll rate Mr. Watson was paid prior to his resignation ($12,500 per month minus FICA and standard payroll tax withholdings), which shall be payable in accordance with MyGO Subsidiary’s normal pay cycle up through April 15, 2015; MyGO Subsidiary will further ensure no lapse in health insurance coverage for Mr. Watson through June 30, 2015;
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2)
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Mr. Watson agreed to resign from the Board of Directors of the Registrant;
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3)
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The parties agreed that Mr. Watson’s employment agreement with MyGO Subsidiary is immediately terminated except as to those terms and provisions otherwise specifically addressed in the Watson Settlement Agreement and neither party shall have any further obligation thereunder whatsoever, even as to any provisions which by intent or design are to otherwise survive termination, including but not limited to any and all provisions pertaining to non-compete/non-interference. Notwithstanding the foregoing, in the event the Registrant or MyGO Subsidiary breaches its obligations under the Watson Settlement Agreement, then Mr. Watson shall have the right to seek all remedies available to him under his employment agreement as if said agreement had not been terminated with respect to Mr. Watson’s rights and remedies afforded therein;
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4)
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Mr. Watson agreed to release and forfeit all of his current option grants in the Registrant (15,000,000 stock options exercisable at $0.05 per share) in exchange for the Registrant issuing to Mr. Watson 7,500,000 stock options of the Registrant with an exercise price of $0.05 per shares exercisable for one year after the date of grant, with such options being fully vested and immediately exercisable, subject to applicable waiting periods prescribed by federal and state securities laws;
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5)
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The parties agreed to mutual releases in relation to all causes of actions, known and unknown, arising under prior and through to the date of the Watson Settlement Agreement, with the release of Mr. Watson by the Registrant and MyGO Subsidiary being subject to Mr. Watson’s representations to the Registrant and MyGO Subsidiary being true and correct; and
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6)
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The parties also agreed to mutual confidentiality (subject to disclosure by the Registrant as required by the rules and regulations of the United States Securities and Exchange Commission or by either party as may be required by law) and non-disparagement provisions.
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The above is a summary of the material terms of the Watson Settlement Agreement and is qualified in its entirety by the Watson Settlement Agreement which is attached hereto as Exhibit 10.1.
Item 1.02. Termination of a Material Definitive Agreement
Resignation of Mr. Watson
As disclosed in Item 1.01 hereof, which is incorporated herein by reference, the employment agreement of Mr. Watson with MyGO Subsidiary has been terminated.
Item 3.02. Unregistered Sales of Equity Securities
Watson Settlement Agreement
On March 30, 2014, the Registrant agreed to issue stock options exercisable to acquire 7,500,000 shares of common stock of the Registrant at an exercise price of $0.05 per share for a term of one year from the date of issuance to Mr. Watson pursuant to the Watson Settlement Agreement. The stock options vested and are exercisable immediately, subject to federal and state securities laws. The stock options were issued pursuant to Section 4(a)(2) and Rule 506 of Regulation D under the United States Securities Act of 1933, as amended, and pursuant to similar exemptions from any applicable state securities laws based on representations of the holder of such options.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of Mr. Watson
Effective on March 30, 2015, Mr. Paul Watson resigned from the Board of Directors of the Registrant. The resignation was not the result of any disagreement or dispute with the company. The terms of the Watson Settlement Agreement are set forth in Item 1.01 hereof and are incorporated herein by reference. The parties have agreed to settle, compromise, and resolve any potential claims between them pursuant to the terms of the Watson Settlement Agreement.
Mr. Watson was provided a copy of this disclosure prior to its filing with the SEC and pursuant to the requirements of Item 5.02(a)(3) and Mr. Watson has informed the Registrant that he agrees with the disclosure as set forth herein and will not be providing the Registrant with a letter to be filed herewith.
Appointment of Mr. Pina
Effective on March 30, 2015, Mr. Pina was appointed as Chairman of the Board of Directors of the Registrant.
Item 9.01 Financial Statement and Exhibits
Exhibits
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Exhibit No.
10.1
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Description
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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: April 6, 2015
MyGO Games Holding Co.
By: /s/ G. Jonathan Pina
G. Jonathan Pina
Chief Executive Officer
EXHIBIT INDEX
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Exhibit No.
10.1
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Description
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