UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019.
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-36530
Touchpoint Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 46-3561419 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
4300 Biscayne Blvd, Suite 203, Miami, FL | 33137 | |
| (Address of principal executive offices) | (Zip Code) |
+1 (305) 420-6640
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $2.7 million as of June 28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, based on the last sale price of the registrant’s common stock on such date of $0.7525 per share, as reported on the OTCQB Market as adjusted for the 1-for-25 reverse split which took effect on September 26, 2019.
As of April 24, 2020, 25,688,386 shares of the registrant’s common stock, par value $0.0001, were outstanding.
EXPLANATORY NOTE
As previously disclosed in the Current Report on Form 8-K filed by Touchpoint Group Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 26, 2020, the Company’s operations and business have experienced disruptions due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world. These disruptions include, but are not limited to: office closures and the unavailability of key Company personnel required to prepare the Company’s financial statements for the year ended December 31, 2019 due to suggested, and mandated, illness, social quarantining and work from home orders. The Company was delayed in preparing and filing its Annual Report on Form 10-K for the year ended December 31, 2019, as amended by this form 10-K/A (the “December 2019 Annual Report”), by its March 30, 2020 due date due to delays in obtaining information from third parties who have similarly been unavailable and/or have not had sufficient time to complete the items requested. The Company relied on the SEC’sOrder Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies,dated March 25, 2020 (Release No. 34-88465), to delay the filing of the December 2019 Annual Report.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the Index to Financial Statements on page F-1 and included beginning on page F-2.
(2) Financial Statement Schedules
All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
(3) Exhibits.
| Exhibit Number | Title of Document | Location | ||
| 2.1 | Agreement and Plan of Merger effective as of August 26, 2013 | Incorporated by reference from Definitive Information Statement on Form 14C Appendix C filed May 26, 2013 | ||
| 2.2 | Stock Purchase Agreement with Brian Collins dated August 11, 2017 | Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed August 14, 2017 | ||
| 3.1 | Amendment to Articles of Incorporation as filed December 27, 2012, with the Pennsylvania Department of State Corporate Bureau | Incorporated by reference from the Current Report on Form 10-K filed May 13, 2013 | ||
| 3.2 | Amendment to Articles of Incorporation as filed, with the Pennsylvania Department of State Corporate Bureau | Incorporated by reference from Definitive Information Statement on Form 14C Appendix B filed May 26, 2013 | ||
| 3.3 | Amended and restated articles of incorporation of BICO, Inc as filed, with the Pennsylvania Department of State Corporate Bureau | Incorporated by reference from Definitive Information Statement on Form 14C Appendix F filed May 26, 2013 | ||
| 3.4 | Bylaws of BICO, Inc. as filed, with the Pennsylvania Department of State Corporate Bureau | Incorporated by reference from Definitive Information Statement on Form 14C Appendix G filed May 26, 2013 | ||
| 3.5 | Certificate of incorporation, as filed with Delaware Secretary of State | Incorporated by reference from Definitive Information Statement on Form 14C Appendix D filed May 26, 2013 | ||
| 3.6 | Certificate of Amendment to Certificate of Incorporation effecting a 1-for-6 reverse stock split | Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed May 1, 2017. | ||
| 3.7 | Certificate of Designation for Series A-1 Convertible Preferred Stock | Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed July 14, 2017. | ||
| 3.8 | Bylaws | Incorporated by reference from Definitive Information Statement on Form 14C Appendix E filed May 26, 2013 |
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| Exhibit Number | Title of Document | Location | ||
| 4.1 | Common Stock Purchase Warrant dated May 1, 2013 | Incorporated by reference to Exhibit 4.1 of Quarterly Report on Form 10-Q/A filed May 30, 2013 | ||
| 4.2 | Form of Class A Warrant | Incorporated by reference from Current Report on Form 8-K filed July 25, 2014. | ||
| 4.3 | Form of Class B Warrant | Incorporated by reference from Current Report on Form 8-K filed July 25, 2014 | ||
| 4.4 | Form of Convertible Debenture | Incorporated by reference from Current Report on Form 8-K filed December 29, 2014 | ||
| 4.5 | Form of Amended and Restated Class C Warrant | Incorporated by reference from Current Report on Form 8-K filed January 23, 2015 | ||
| 4.6 | Form of Amended and Restated Class D Warrant | Incorporated by reference from Current Report on Form 8-K filed January 23, 2015 | ||
| 4.7 | Form of Amended and Restated Performance Warrant | Incorporated by reference from Current Report on Form 8-K filed January 23, 2015 | ||
| 4.8 | Form of Amended and Restated Placement Agent Warrant | Incorporated by reference from Current Report on Form 8-K filed January 23, 2015 | ||
| 4.9 | Form of Warrant | Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed July 18, 2017 | ||
| 4.10 | Form of Warrant issued to Bespoke Growth Partners, Inc. | Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3 (File No. 333-221300) filed October 17, 2017 | ||
| 4.11 | Form of warrants issued to First Choice International Company, Inc. | Incorporated by reference to the exhibits to Exhibit 10.1 to Current Report on Form 8-K Filed December 19, 2017 | ||
| 10.1 | Loan Agreement dated January 22, 2013 between the Company and Mark White | Incorporated by reference to the Quarterly Report on Form 10-Q/A filed on May 30, 2013 | ||
| 10.2 | Form of Independent Director Agreement between the Company and Richard Vos/Nicholas Carpinello/Robert Law | Incorporated by reference from the Current Report on Form 8-K filed August 22, 2013 | ||
| 10.3 | From of Indemnification Agreement between the Company and Richard Vos/Nicholas Carpinello/Robert Law | Incorporated by reference from the Current Report on Form 8-K filed August 22, 2013 | ||
| 10.4 | Agreement, dated November 29, 2013, between One Horizon Group, Inc. and Newport Coast Securities, Inc. | Incorporated by reference from the Current Report on Form 8-K filed December 3, 2013 | ||
| 10.5 | Director Agreement between the Company and Robert Vogler dated January 8, 2014 | Incorporated by reference from the Current Report on Form 8-K filed January 13, 2014 | ||
| 10.6 | Securities Purchase Agreement dated July 21, 2014 | Incorporated by reference from the Current Report on Form 8-K filed on July 25, 2014 |
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| Exhibit Number | Title of Document | Location | ||
| 10.7 | Form of Securities Purchase Agreement dated July 14, 2017
| Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 18, 2017 | ||
| 10.8 | Amendment to Certain Transaction Documents dated August 15, 2014 | Incorporated by reference from the Current Report on Form 8-K filed on August 8, 2014 | ||
| 10.9 | Securities Purchase Agreement dated December 22, 2014 | Incorporated by reference from the Current Report on Form 8-K filed on December 29, 2014 | ||
| 10.10 | Agreement with Zhanming Wu for conversion of Convertible Debenture | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed September 8, 2017 | ||
| 10.11 | Registration Rights Agreement dated December 22, 2014 | Incorporated by reference from the Current Report on Form 8-K filed on December 29, 2014 | ||
| 10.12 | Agreement with Mark White dated August 4, 2017 for Exchange of Series A-1 Preferred Stock | Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed September 8, 2017 | ||
| 10.13 | Consulting Agreement dated October 17, 2017 with Bespoke Growth Partners, Inc. | Incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-3(File No. 333-221300) filed October 17, 2017 | ||
| 10.14 | Agreement dated December 6, 2017 with Maxim Group LLC | Incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K filed April 2, 2018 | ||
| 10.15 | Agreement dated December 13, 2017 with First Choice International Company, Inc. | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 19, 2017 | ||
| 10.16 | Indemnification Agreement between the Company and Martin Ward dated | Incorporated by reference from the Annual Report on Form 10-K filed on April 1, 2015 | ||
| 10.17 | Form of Securities Purchase Agreement dated July 14, 2017. | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 18, 2017. | ||
| 10.18 | Exchange Agreement dated January 18, 2018 with Once In A Lifetime, LLC | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed January 24, 2018 | ||
| 10.19 | Exchange Agreement dated February 26, 2018 with C-Rod, Inc. | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed February 28, 2018 | ||
| 10.20† | Employment Agreement with Mark White | Incorporated by reference to Exhibit 10.28 to Annual Report on Form 10-K filed April 2, 2018 | ||
| 10.21† | Employment Agreement with Martin Ward | Incorporated by reference to Exhibit 10.29 to Annual Report on Form 10-K filed April 2, 2018 | ||
| 10.22† | 2018 Equity Incentive Plan | Incorporated by reference to Exhibit 10.30 to Annual Report on Form 10-K filed April 2, 2018 | ||
| 10.23 | Subscription Agreement with BK Consulting Group, LLC | Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-3 (Registration No. 333-225945) filed on June 28, 2018 and declared effective on August 7, 2018 | ||
| 10.24 | Verified Complaint in the Wu Litigation | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2018 |
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| Exhibit Number | Title of Document | Location | ||
| 10.25 | Escrow Agreement between the Company and the stockholders of Banana Whale Studios Pte. Ltd. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2018 | ||
| 10.26 | Subscription Agreement with First Choice International Company, Inc. | Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-227247) filed on September 10, 2018 and declared effective on September 14, 2018 | ||
| 10.27 | Exchange Agreement dated as of May 18, 2018 by and among One Horizon Group, Inc., Banana Whale Studios, Sargon Petros, Mark Hogbin, Rita Liu and Jeremy Chung | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 24, 2018 | ||
| 10.28 | Subscription Agreement dated as of August 29, 2018 | Incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-3 filed on September 10, 2018 and declared effective on September 14, 2018 | ||
| 10.29 | Consulting Agreement dated as of March 30, 2018 with BK Consulting Group, LLC | Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-3 filed on September 10, 2018 and declared effective on September 14, 2018 | ||
| 10.30 | Subscription Agreement dated as of September 21, 2018. | Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on September 21, 2018 | ||
| 10.31 | Securities Purchase Agreement dated as of October 4, 2018 with First Choice International Company, Inc. | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on October 9, 2018 | ||
| 10.32 | Exchange Agreement dated as of October 22, 2018 for the acquisition of a majority of the outstanding shares of Browning | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on October 24, 2018 | ||
| 10.33 | Settlement Agreement relating to the Wu Litigation | Incorporated by reference to Registration Statement on Form S-3 (Registration No. 333-227971) filed October 24, 2018 and declared effective November 2, 2018 | ||
| 10.34 | Consulting Agreement with One Percent Investments, Inc. | Incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q filed November 16, 2018 | ||
| 10.35 | Securities Purchase Agreement with Bespoke Growth Partners, Inc. | Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q filed November 16, 2018 | ||
| 10.36 | Securities Purchase Agreement with BK Consulting Group, LLC. | Incorporated by reference to Exhibit 10.8 to Quarterly Report on Form 10-Q filed November 16, 2018 | ||
| 10.37 | Agreement dated as of February 4, 2019 relating to Disposition of Banana Whale Studios Pte. Ltd. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 5, 2019 | ||
| 10.38 | Promissory Note of Banana Whale Studios Pte Ltd dated February 4, 2019. | Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 5, 2019 |
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5
| Exhibit Number | Title of Document | Location | ||
| 101.INS | XBRL Instance | Previously filed | ||
| 101.SCH | XBRL Taxonomy Extension Schema | Previously filed | ||
| 101.CAL | XBRL Taxonomy Extension Calculation | Previously filed | ||
| 101.DEF | XBRL Taxonomy Extension Definition | Previously filed | ||
| 101.LAB | XBRL Taxonomy Extension Labels | Previously filed | ||
| 101.PRE | XBRL Taxonomy Extension Presentation | Previously filed |
† Management contract, compensation plan or arrangement.
None.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TOUCHPOINT GROUP HOLDINGS, INC. | ||
| Date: May 12, 2020 | By: | /s/ Mark White |
| Mark White | ||
| President and Chief Executive Officer (principal executive officer) | ||
| Date: May 12, 2020 | By: | /s/ Martin Ward |
| Martin Ward | ||
| Chief Financial Officer (principal financial officer and principal accounting officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Mark White | President, Chief Executive Officer and Director | May 12, 2020 | ||
| Mark White | ||||
| /s/ Martin Ward | Chief Financial Officer and Director | May 12, 2020 | ||
| Martin Ward | ||||
| * | Director | May 12, 2020 | ||
| Nicholas Carpinello | ||||
| * | Director | May 12, 2020 | ||
| Robert Law | ||||
| * | Director | May 12, 2020 | ||
| Nalin Jay | ||||
| Director | May 12, 2020 | |||
| Ajing Zhang | ||||
| Director | May 12, 2020 | |||
| Pengfei Li |
| * | Martin Ward | |
| Martin Ward | ||
| Attorney-in-fact |
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