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EX-10.1 - INTELLECTUAL PROPERTY PURCHASE AGREEMENT - AIRBORNE WIRELESS NETWORKatlw_ex101.htm

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

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, 2016

 

AIRBORNE WIRELESS NETWORK

(Exact name of Company as specified in its charter)

 

Nevada

333-179079

27-4453740

(State or other jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification Number)

 

4115 Guardian Street, Suite C, Simi Valley, California 93063

(Address of principal executive offices)

 

(805) 583-4302

(Company’s Telephone Number)

 

 

(Former name, address and telephone number specified on last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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))

 

 

 
 
 

EXPEXPLANATORY NOTE

  

The purpose of this amendment (this “Amendment”) to the Current Report on Form 8-K of Airborne Wireless Network, a Nevada corporation (the “Company”), regarding the entry into a written Intellectual Property Purchase Agreement with Apcentive, Inc., a Nevada corporation (“Apcentive”), pursuant to the provisions of which the Company purchased from Apcentive a patent and a trademark (the “Purchase Agreement”) (the “Original Filing”) is to include as exhibits to the Purchase Agreement copies of the contemplated exhibits, which (i) describe that patent and that trademark and (ii) include a copy of the patent and trademark assignment document. Subsequent to the filing of the Original Filing, the Company noticed that the copy of the Purchase Agreement attached as an exhibit to the Original Filing did not include those exhibits. Except for those revisions specified in Explanatory Note, this Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.

 

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On July 31, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), as the therein defined “Buyer,” and Apcentive, Inc., a Nevada corporation, defined therein as the “Seller,” entered into and executed a written Intellectual Property Purchase Agreement (the “Purchase Agreement”). Pursuant to the terms and conditions of the Purchase Agreement, the Company will purchase from Apcentive a patent and a trademark (the “Intellectual Property”).

 

Pursuant to the provisions of the Purchase Agreement, the consideration to be provided by the Company for the Intellectual Property is (i) 40,000,000 shares of the Company’s common stock and (ii) a royalty in the amount of 1½ % of the net cash revenue the Company receives from the promotion, marketing, sale, distribution, and other exploitation of the patent included the Intellectual Property.

 

The foregoing information regarding of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy which is attached hereto as Exhibit 10.1 and is in incorporated herein by this reference.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)

 

Number

 

Exhibits

 

 

 

10.11 Intellectual Property Purchase Agreement between Airborne Wireless Network and Apcentive Inc. dated July 31, 2016.

 

 
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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AIRBORNE WIRELESS NETWORK

    
Date: October 21, 2016By:

/s/ J. Edward Daniels

 

 

J. Edward Daniels 
  President & CEO 

 

 
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EXHIBIT INDEX

 

Exhibit Number

 

Exhibit Description

 

10.1

 

Intellectual Property Purchase Agreement between Airborne Wireless Network and Apcentive Inc. dated July 31, 2016.

 

 

 

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