319 Barry Avenue South #300

 (Address of Principal Executive Offices including Zip Code)

(Registrant’s Telephone Number, including Area Code)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  

Emerging growth company         ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 1.02. Termination of a Material Definitive Agreement.

 

On October 16, 2018, OrangeHook, Inc., a Florida corporation (the "Company"), and Lenovo PC HK. Ltd, a Hong Kong company ("Lenovo"), mutually agreed to terminate the existing Business Partnership Agreement (the "BPA") between the companies effective September 30, 2018. The Company and Lenovo originally signed the BPA in March 2016 and subsequently entered into three amendments, including an amendment whereby Lenovo agreed to make certain minimum pre-purchases of software from the Company. The Company and Lenovo agreed that, simultaneously with the termination of the BPA, the amounts of all required pre-purchases, including pre-purchases that have not already been paid by Lenovo, would be converted to shares of the Company's common stock. Amounts of minimum purchases previously made under the BPA were applied to the purchase of common stock concurrently with the termination of the BPA. Future payments not yet due will be made as purchases of common stock at the same time and in the same amounts as summarized below.

The terms of the purchase of Common Stock are summarized in Item 3.02, which summary is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

 

On October 16, 2018, the Company entered into a subscription agreement, effective September 30, 2018, with Lenovo for the sale of an aggregate number of 714,286 shares of the Company's common stock ("Common Stock") at a price of $3.50 per share. Prior payments of $1.5 million under a business partnership agreement with Lenovo were applied to the purchase, resulting in the issuance of 428,571 shares to date under the subscription agreement. The subscription agreement requires two additional purchases of 147,857 and 147,858 on December 31, 2018 and April 1, 2019, respectively.

The issuance of shares of the Common Stock pursuant to the terms of the subscription agreement have not been (and will not be) registered under the Securities Act of 1933, as amended ("Securities Act"), and have been (or will be) issued in reliance on the exemption in Regulation S promulgated under the Securities Act and on the private offering exemption of Section 4(a)(2) of the Securities Act..  The Company is issuing the Common Stock in a private offering to a single sophisticated purchaser, which is located outside of the United States and is not a "U.S. Person." Lenovo has agreed to customary restrictions on resale under applicable securities laws.

 

 

                (Interim CFO)