UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 3, 2014 (July 1, 2014)
EFACTOR GROUP CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 000-51569 | 84-1598154 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1177 Avenue of the Americas, Suite 5060
New York, NY 10036
(Address of Principal Executive Offices)
(650) 380-8280
(Issuer’s telephone number)
425 2nd Street, Suite 100
San Francisco, CA 94107
(Previous Address of Principal Executive Offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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)) |
EXPLANATORY NOTE
This Current Report on Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed by EFactor Group Corp. (the “Company”) with the Securities and Exchange Commission on July 3, 2014 (the “Original Form 8-K”) disclosing the acquisition of Member Digital Ltd. (“Member Digital”) by the Company. This Current Report on Form 8-K/A amends Item 9.01 of the Original Form 8-K to present certain financial statements of Member Digital and to present certain unaudited pro forma financial information in connection with the Company’s business combination with Member Digital, which financial statements and unaudited pro forma information are filed as exhibits hereto. All of the other items in the Original Form 8-K remain the same and are hereby incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements ofMember Digital as of and for the period ended December 31, 2013, and the unaudited consolidated financial statements ofMember Digital as of and for the six months ended June 30, 2014, are attached as Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial statements of the Company, giving effect to the Company’s acquisition ofMember Digital are attached as Exhibit 99.4 to this Form 8-K/A and incorporated herein by reference.
| (i) | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2013; |
| (ii) | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended June 30, 2014; and |
| (iii) | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2014. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1* | Press release dated July 2, 2014. | |
| 99.2 | Audited Consolidated Financial Statements of Member Digital and for the period ended as of December 31, 2013. | |
| 99.3 | Unaudited Consolidated Financial Statements of Member Digital as of and for the six months ended June 30, 2014. | |
| 99.4 | Unaudited Pro Forma Condensed Consolidated Financial Statements. |
*Previously filed
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: July 7, 2015
| EFACTOR GROUP CORP. | ||
| By: | /s/ Adriaan Reinders | |
| Name: Adriaan Reinders | ||
| Title: Chief Executive Officer | ||