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): July 31, 2015 

 

SPUTNIK ENTERPRISES, INC.

(Exact name of registrant as specified in its charter) 

 

Nevada

000-52366

52-2348956

(State or other jurisdiction 

of incorporation or organization) 

(Commission 

file number) 

(IRS Employer 

Identification No.) 

 

10781 Satellite Blvd  

Orlando, Florida 32837 

 (Address of principal executive offices and zip code) 

 

321.303.0886 

(Registrant's telephone number) 

 

NA 

 (Former name, former address and former fiscal year, 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 (see General Instruction A.2. below): 

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

 

 

Item 8.01 Other Events 

 

An Agreement and Plan of Merger (Agreement) was made the fifteenth day of May, 2015 by and between Sputnik Enterprises, Inc., a Nevada corporation, SPNI (the "Issuer"), and Ludvik Holdings, Inc., a Delaware Corporation (the "Company"). 

 

The Issuer, at Closing, shall transfer to the Shareholders, fifteen million shares (15,000,000) of common stock of Issuer, $.001 par value, in exchange for 100% of the issued and outstanding shares of Company, such that Company shall become a wholly owned subsidiary of the Issuer. 

 

The Closing of the share exchange and the transactions contemplated by this Agreement (the "Closing") shall be upon the completion of satisfactory due diligence by Issuer in its sole discretion, and the delivery of all documents and items required to be delivered under this agreement, including but not limited to a PCAOB audit. Approval of the audit is at the sole discretion of the Issuer. The transaction shall close no later than June 22, 2015 or this agreement will automatically terminate at that date unless both parties to this agreement acknowledge that the closing date may be modified by mutual written consent of the parties. 

 

On June 22, 2015, the Issuer and the Company executed an addendum to the Agreement whereby the closing date was extended to July 31, 2015.  

 

On July 31, 2015 the Company failed to close the merger as agreed per the addendum executed on June 22, 2015. As a result, the merger agreement is terminated and null and void.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. 

 

Sputnik Enterprises, Inc.

Date: August 4, 2015 

By:  

/s/ Anthony Gebbia

Anthony Gebbia 

Chief Executive Officer and Director 

 

 

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