UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016.
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-10822
One Horizon Group, 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.) | |
| T1-017 Tierney Building, University of Limerick, Limerick, Ireland. | ||
| N/A | ||
| (Address of principal executive offices) | (Zip Code) |
+353-61-518477
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| n/a | n/a |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.0001
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
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 þ
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company þ |
| (Do not check if smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The aggregate market value of the 35,347,283 shares of voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $ 26.86 million as of June 30, 2016, 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 $0.76 per share, as reported on Nasdaq.
As of April 3, 2017, 37,316,714 shares of the registrant’s common stock, par value $0.0001, were outstanding.
Explanatory Note
This Amendment No. 1 amends the Annual Report on Form 10-K of One Horizon Group, Inc.(the “Company”) for the twelve-month period ended December 31, 2016 (the “Original Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2017, for the sole purpose of including an Exhibit 23.1 auditor’s consent with respect to the Company’s audited financial statements for the period ended December 31, 2016 and 2015.
Unless otherwise stated, all information contained in this amendment is as of April 10,2017, the filing date of the Original Form 10-K. Except as stated herein, this Amendment No. 1 does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the Original Form 10-K that may have been affected by events or transactions occurring subsequent to such filing date. No information in the Original Form 10-K other than as set forth above is amended hereby. Currently-dated certifications from our Chief Executive Officer and our Chief Financial Officer have been included as exhibits to this amendment.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Exhibit Number | Title of Document | Location | ||
| Item 2 | Plan of acquisition, reorganization, arrangement, liquidation or succession | |||
| 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 | ||
| Item 3 | Articles of Incorporation and Bylaws | |||
| 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 of One Horizon Group, Inc., 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 | Bylaws of One Horizon Group, Inc., as filed, with Delaware Secretary of State | Incorporated by reference from Definitive Information Statement on Form 14C Appendix E filed May 26, 2013 |
| Exhibit Number | Title of Document | Location | ||
| Item 10 | Material Contracts | |||
| 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 | Loan Agreement dated January 22, 2013 between the Company and Brian Collins | Incorporated by reference to the Quarterly Report on Form 10-Q/A filed on May 30, 2013 | ||
| 10.3 | Subscription Agreement, as amended, dated as of February 18, 2013, between the Company and Patrick Schildknecht | Incorporated by reference to the Quarterly Report on Form 10-Q/A filed on May 30, 2013 | ||
| 10.4 | Warrant Agreement, dated as of February 18, 2013, between the Company and Patrick Schildknecht | Incorporated by reference from the Current Report on Form 10-8K filed September 5, 2013 | ||
| 10.5 | Advisory Agreement dated as of April 15, 2013 between the Company and TriPoint Global Equities, LLC | Incorporated by reference to the Quarterly Report on Form 10-Q/A filed on May 30, 2013 | ||
| Common Stock Purchase Warrant dated May 1, 2013 | ||||
| 10.6 | Amended and Restated Subscription Agreement, dated as of August 30, 2013, between the Company and Patrick Schildknecht | Incorporated by reference from the Current Report on Form 10-8K filed September 5, 2013 | ||
| 10.7 | Amended and Restated Warrant Agreement, dated as of August 30, 2013, between the Company and Patrick Schildknecht | Incorporated by reference from the Current Report on Form 8-K filed September 5, 2013 | ||
| 10.8 | 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 | ||
| 10.9 | 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 | ||
| 10.10 | 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 | ||
| 10.11 | 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 | ||
| 10.12 | Securities Purchase Agreement dated July 21, 2014 | Incorporated by reference from the Current Report on Form 8-K filed on July 25, 2014 |
| 49 |
| 10.13 | Form of Class B Warrant | Incorporated by reference from the Current Report on Form 8-K filed on July 25, 2014 | ||
| 10.14 | Form of Class A Warrant | Incorporated by reference from the Current Report on Form 8-K filed on July 25, 2014 | ||
| 10.15 | 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 | ||
| 10.16 | Securities Purchase Agreement dated December 22, 2014 | Incorporated by reference from the Current Report on Form 8-K filed on December 29, 2014 | ||
| 10.17 | Form of Convertible Debenture | Incorporated by reference from the Current Report on Form 8-K filed on December 29, 2014 | ||
| 10.18 | Registration Rights Agreement dated December 22, 2014 | Incorporated by reference from the Current Report on Form 8-K filed on December 29, 2014 | ||
| 10.19 | Form of Amended and Restated Class C Warrant | Incorporated by reference from the Current Report on Form 8-K filed on January 23, 2015 | ||
| 10.20 | Form of Amended and Restated Class D Warrant | Incorporated by reference from the Current Report on Form 8-K filed on January 23, 2015 | ||
| 10.21 | Form of Amended and Restated Performance Warrant | Incorporated by reference from the Current Report on Form 8-K filed on January 23, 2015 | ||
| 10.22 | Form of Amended and Restated Placement Agent Warrant | Incorporated by reference from the Current Report on Form 8-K filed on January 23, 2015 | ||
| 10.23 | Indemnification Agreement between the Company and Brian Collins | Incorporated by reference from the Annual Report on Form 10-K filed on April 1, 2015 | ||
| 10.24 | 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 |
| 50 |
| Exhibit Number | Title of Document | Location | ||
| Item 14. | Code of Ethics | |||
| 14.1 | Policy Statement on Business Ethics and Conflicts of Interest | Incorporated by reference from the Annual Report on Form 10-KSB for the year ended December 31, 2004, filed May 23, 2005 | ||
| 14.2 | Insider Trading Policy | Incorporated by reference from the Registration Statement on Form S-1 filed February 5, 2015 | ||
| 23.1 | Consent of Cherry Bekaert LLP | Filed as part of this report | ||
| Item 31. | Rule 13a-14(a)/15d-14(a) Certifications | |||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rule 13a-14 | Filed as part of this report | ||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | Filed as part of this report | ||
| Item 32. | Section 1350 Certifications | |||
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed as part of this report | ||
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed as part of this report |
| 51 |
SIGNATURES
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.
| ONE HORIZON GROUP, INC. | |||
| Date: April 11 , 2017 | By: | /s/ Brian Collins | |
| Brian Collins | |||
| President and Principal Executive Officer | |||
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.
Dated: April 11, 2017
| By: | /s/ Brian Collins | ||
| Brian Collins | |||
| President, Chief Executive Officer, and Director |
| By: | /s/ Martin Ward | ||
| Martin Ward | |||
| Chief Financial Officer, Principal Finance and Accounting Officer and Director |
| By: | /s/ Robert Vogler | ||
| Robert Vogler | |||
| Director |
| By: | /s/ Nicholas Carpinello | ||
| Nicholas Carpinello | |||
| Director |
| By: | /s/ Robert Law | ||
| Robert Law | |||
| Director |
| By: | /s/ Richard Vos | ||
| Richard Vos | |||
| Director |
