Attached files
file | filename |
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EX-3.2 - BYLAWS - MOBETIZE, CORP. | exhibit32.htm |
EX-3.1.2 - CERTIFICATE OF DESIGNATION - MOBETIZE, CORP. | exhibit312.htm |
EX-3.1.1.1 - CERTIFICATE OF AMENDMENT - MOBETIZE, CORP. | exhibit3111.htm |
EX-10.1 - SHARE EXCHANGE AGREEMENT - MOBETIZE, CORP. | exhibit101.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 2, 2016
MOBETIZE CORP.
(Exact name of registrant as specified in its charter)
Nevada
333-181747
99-0373704
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
8105 Birch Bay Square Street, Suite 205 Blaine, Washington 98230
(Address of principal executive offices) (Zip code)
Registrants telephone number, including area code: (206) 347-4515
n/a
(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 3.02
UNREGISTERED SALES OF EQUITY SECURITIES.
_____________________________________________________________________________________
On February 4, 2016, Mobetize Corp., (the Company), and Ajay Hans (Hans) entered into a Share
Exchange Agreement (the Agreement) pursuant to which Hans is to exchange four million five hundred
and sixty five thousand (4,565,000) shares of the Companys Common Stock, par value $0.001, for four
million five hundred and sixty five thousand (4,565,000) shares of the Companys Series A Preferred
Stock, par value $0.001 per share (the Series A Preferred Stock) in accordance with Section 3(a)(9) of
the Securities Act of 1933, as amended (the Securities Act), the (i) Company is the same issuer of the
Common Stock and the Series A Preferred Stock, (ii) no additional consideration was given to Hans for
the exchange, (iii) Hans is an existing security holder of the Company and (iv) the Company will not pay
any commission or remuneration for the exchange.
As a result of the Agreement, the number of outstanding shares of the Company's Common Stock will
decrease from 33,261,154 to 28,696,154 and the number of shares of the Company's Series A Preferred
Stock will increase to 4,565,000. Hans currently owns 100% of the outstanding Series A Preferred Stock
and serves as Chief Executive Officer and as a member of the Companys Board of Directors (the
Board).
ITEM 5.01
CHANGE OF CONTROL
_____________________________________________________________________________________
On February 4, 2016, Hans agreed to exchange 4,565,000 shares of the Companys Common Stock for
4,565,000 shares of the Companys Series A Preferred Stock in accordance with Section 3(a)(9) of the
Securities Act pursuant to the terms of the Agreement. Holders of Series A Preferred Stock are entitled to
vote with holders of the Common Stock on any matter brought before the Companys shareholders. Each
share of Series A Preferred Stock votes as ten (10) shares of Common Stock. Hans will therefore be
entitled to 45,650,000 votes in respect to his holding of Series A Preferred Stock, and 4,081,481 votes in
respect to his control of Alligato, Inc., for a aggregate of 49,731,481votes or 66.89% of the total votes on
any matter that is brought before the Companys shareholders. Hans acquisition of Series A Preferred
Stock constitutes a change in control of the registrant from the prior control of Stephen Fowler and related
entities, which individual previously served as an officer and director of the Company.
_____________________________________________________________________________________
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______________________________________________________________________________
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFI CERS
(b)
On February 4, 2016, the Companys Board accepted the resignation of Stephen Fowler as its
Chief Financial Officer and as a Director of the Company.
(c)
On February 4, 2016, the Board appointed Elena Karamushko as its Chief Financial Officer and
Principal Accounting Officer. Ms. Karamushko is 34 years old.
Ms. Karamushko brings to her new position management skills and an expert accounting background
with 15 years of accounting, management, and consultancy experience. She is a Chartered Professional
Accountant who earned a Bachelor of Business Administration Degree with a Major in Accounting from
Simon Fraser University. She started her accounting career in the audit practice of BDO Canada LLP
managing international public company audit engagements. A few of her responsibilities included the
audit and review of multicurrency financial statements, continuous reporting material of public
companies, performance of detailed analysis of consolidations of multiple foreign entities, and analysis of
internal controls. For the past five years, Ms. Karamushko worked in senior roles with organizations
including Powerex, a company involved in buying and supplying physical wholesale power, natural gas,
and ancillary services, as well as the Company, and provided expert consulting services in the areas of
finance and accounting to various entities.
Ms. Karamushko has not entered into any separate employment agreement with the Company in
connection with her appointment as Chief Financial Officer and is presently compensated according to the
terms of a consulting agreement dated December 15, 2014, for the rendition of accounting services. The
compensatory terms of the consulting agreement include a monthly fee of CAD $8,000, and vested
options to purchase 40,000 Company shares at an exercise price of $0.60 per share. The Company does
intend to enter into an employment agreement with Ms. Karamushko in the near term that may include
additional benefits.
Ms. Karamushko has not entered into any arrangement or understanding with any other persons in
connection with her appointment as the Companys Chief Financial Officer and Principal Accounting
Officer.
Ms. Karamushko is not related to any director, executive officer or person nominated or chosen by the
Company to become a director or executive officer.
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_______________________________________________________________________________
ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
Bylaws On February 2, 2016, the Board unanimously determined by written consent to adopt the
Amended and Restated Bylaws of Mobetize Corp. (the Bylaws) to add definition to corporate
operations.
Changes to the Bylaws in comparison to those previously adopted include amending the responsibility for
the calling of special shareholders meetings to either the president of the Company or the Board doing
away with an onerous provision that those shareholders holding a minimum threshold of fifty percent
(50%) of outstanding Common Stock were required to cause the president to call a special shareholders
meeting; the Bylaws now include procedural mandates for the conduct of annual or special shareholder
meetings most importantly providing new processes for the inclusion of shareholder proposals and the
nomination of directors which processes were not included in the prior bylaws; and provision for
preferred stock and the effect of such designation on shareholder voting which consideration was absent
from the prior bylaws.
Articles - On February 4, 2016, the Company filed an amendment to its Articles of Incorporation (the
Amendment) with the Nevada Secretary of State to create a capital structure that included preferred
stock. The Amendment was unanimously approved by the Board on December 20, 2015, and by those
shareholders holding a majority of the Companys issued and outstanding shares pursuant to written
consent on December 22, 2015.
The Amendment changed Article 3 of the Articles of Incorporation which now includes in the description
of capital stock two hundred and fifty million (250,000,000) preferred shares. The Board has the authority
to designate the rights, preferences or other variations of each class or series of preferred stock and to
determine consideration for issuance.
Certificate of Designation - On February 4, 2016, the Board approved a Certificate of Designation for
the Series A Preferred Stock (the Certificate of Designation) which designation was subsequently filed
with the Nevada Secretary of State.
The Certificate of Designation designated ten million (10,000,000) shares of the authorized preferred
share capital created with the Amendment as Series A Preferred Stock and provides certain preferences to
holders of Series A Preferred Stock over those rights held by holders of the Companys Common Stock
certain of which rights are summarized as follows:
Conversion Rights Shares of Series A Preferred Stock can be converted into shares of Common Stock
on a one for one (1:1) basis, subject to adjustments, on or after the second (2nd) anniversary of the
designation of the Series A Preferred Stock or on an earlier date if converted in connection with a
reorganization, reclassification, consolidation, merger or sale.
Voting Rights Shares of Series A Preferred Stock entitle the holder thereof to ten (10) votes for each
share of Series A Preferred Stock, voting together with the Common Stock as a single class, with respect
to any and all matters presented to the shareholders of the Company for their action or consideration
(whether at a meeting of stockholders of the Company, by written action of stockholders in lieu of a
meeting or otherwise).
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Rank Shares of Series A Preferred Stock ranks pari pasu with the Common Stock in respect to dividend
rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company.
Protection Provisions The Certificate of Designation may not be altered in any way except with the
consent of the holder of Series A Preferred Stock; the Company may not redeem for value existing shares
of Common Stock if such redemption does not include outstanding shares of Series A Preferred Stock;
the Company may not issue a new series of capital stock ranking pari pasu or with a preference over the
voting rights fixed for the Series A Preferred Stock.
The foregoing descriptions of the changes to the Bylaws, the substance of the Amendment and the
preferences associated with the Certificate of Designation are qualified in their entirety by reference to the
full text of each document, and should be read in conjunction with the Bylaws, the Amendment and the
Certificate of Designation, copies of the respective documents are filed with this Current Report on Form
8-K as Exhibit 3.1.1, 3.1.2 and Exhibit 3.2.
________________________________________________________________________________
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
_____________________________________________________________________________________
(d)
Exhibits
The exhibits required to be attached by Item 601 of Regulation S-K are filed herewith.
Exhibit No.
Page No.
Description
Attached
Certificate of Amendment to Articles of Incorporation
Attached
Certificate of Designation Series A Preferred Stock
Attached
Amended and Restated Bylaws
Attached
Share Exchange Agreement
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.
Mobetize Corp.
Date
By: /s/ Ajay Hans
February 11, 2016
Name: Ajay Hans
Title: Chief Executive Officer
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