UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 11, 2015
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 000-54955 | | 27-1077850 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
6701 Carmel Road, Suite 202
Charlotte, NC 28226 |
| (Address of Principal Executive Offices) |
| Registrant’s telephone number, including area code:(704) 930-0297 |
| |
| (Former Name of 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 (see General Instruction A.2. below):
| ☐ | 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 Definitive Agreement.
On March 11, 2015, we entered into a binding letter of intent (the “LOI”) with Advice Interactive, LLC (“Advice”) and the voting members of Advice pursuant to which we agreed to acquire (the “Acquisition”) Advice’s business which is a digital agency and interactive marketing business.
Pursuant to the terms of the LOI, the closing of the Acquisition was subject to certain conditions and contingencies one or more of which were not met prior to the end of the 90 day exclusivity period set forth in the LOI. As a result, the LOI expired by its terms and the Acquisition was not completed.
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: November 3, 2015 | By: | /s/ Doyal Bryant |
| | | Name: | Doyal Bryant |
| | | Title: | Chair of the Board of Directors |
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