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): March 29, 2017
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)
Registrant’s telephone number, including area code: (778) 588-5563
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 1.01
ENTRY INTO A MATERIAL DEFINATIVE AGREEMENT
__________________________________________________________________________________________
On March 29, 2017, Mobetize Corp., (“Company”) entered into a Lead Investor Agreement with Richard and
Jonathan Kalikow (“Investors”).
The Lead Investor Agreement committed the Investors to subscribe for a minimum of one hundred and fifty
thousand (150,000) shares of Series B Preferred Stock from a total offering of five hundred thousand (500,000)
shares of Series B Preferred Stock at $1.00 per share (“Offering”). The Company agreed in return that as an
inducement to the Investors’ participation in the offering, that conditioned on full subscription of the Offering,
that it would effect a one for one hundred (1/100) consolidation of its common stock. The Company also agreed
to offer the Investors, a ten (10) day first right of refusal for any subsequent financing offered by the Company
within twelve (12) months of the closing of the Offering.
On March 31, 2017, the Offering was fully subscribed.
The Company will initiate the process of effecting a 1/100 consolidation of its common stock in accordance
with the conditions of the Lead Investor Agreement. The effective date of the consolidation will be further
announced on notification to FINRA.
ITEM 3.02
SALES OF UNREGISTERED EQUITY SECURITIES
__________________________________________________________________________________________
On March 31, 2017, our board of directors authorized the issuance of of 500,000 Series B Preferred Shares to
nine individuals, as detailed below, at a price of $1.00 per share for aggregate consideration of $500,000 in
connection with the Offering pursuant to the exemptions from registration provided by Section 4(2) and
Regulation D of the Securities Act.
Series B Preferred Shares are convertible into shares of Company’s common stock subsequent to May 23, 2018.
No commissions were paid in connection with this Offering.
Name
Sale Date
Consideration Series B Preferred Shares Exemption
Richard Mortman
03/19/2017
$50,000
50,000
Section 4(2)/Reg D
Greg Mortman
03/20/2017
$50,000
50,000
Section 4(2)/Reg D
David Fink
06/16/2017
$50,000
50,000
Section 4(2)/Reg D
Michael Rappaport
03/31/2017
$50,000
50,000
Section 4(2)/Reg D
George Friedland
03/31/2017
$50,000
50,000
Section 4(2)/Reg D
Alan Rothschild
03/16/2017
$50,000
50,000
Section 4(2)/Reg D
Alfred Netter
03/31/2017
$50,000
50,000
Section 4(2)/Reg D
Richard Kalikow
03/16/2017
$75,000
75,000
Section 4(2)/Reg D
Jonathan Kalikow
03/22/2017
$75,000
75,000
Section 4(2)/Reg D
Mobetize complied with the exemption requirements of Section 4(2) of the Securities Act based on the
following factors: (1) the issuances were isolated private transaction by the Company that did not involve a
public offering; (2) the offerees had access to the kind of information which registration would disclose; and (3)
the offerees were financially sophisticated.
2
Mobetize complied with the requirements of Regulation D of the Securities Act by: (i) foregoing any general
solicitation or advertising to market the securities; (ii) offering only to accredited offerees; (iii) having not
violated antifraud prohibitions with the information provided to the offerees; (iv) being available to answer
questions by the offerees; and (v) providing restricted preferred shares to the offerees.
______________________________________________________________________________
ITEM 7.01
REGULATION FD DISCLOSURE
Attached hereto as Exhibit 99.1, the Company has made available on its corporate website,
http://www.mobetize.com, news for its shareholders and other interested parties in connection with the
announcement of its Agreement with the Investors.
The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall same be
deemed to be incorporated by reference in any filings under the Securities Act of 1933, as amended, or the
Securities and Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless
of any general incorporation language in any such filings, except to the extent expressly set forth by specific
reference in such filing.
___________________________________________________________________________________
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
10.1
Attached
Lead Investor’s Agreement entered into on March 29, 2017.
99.1
Attached
News Release dated April 3, 2017.
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
April 4, 2017
Name: Ajay Hans
Title: Chief Executive Officer
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