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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 11, 2006
SEMOTUS SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-21069 36-3574355
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
718 University Ave., Suite 202 Los Gatos, CA 95032
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(Address of Principal Executive Offices) (Zip Code)
(408) 399-6120
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(Registrant's Telephone Number, including area code)
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 240.13(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Semotus Solutions, Inc., Expand Beyond Corporation (together, "we" or "us") and
Stavros Investments LLC ("Stavros") have fully executed a Patent Purchase
Agreement as of January 11, 2006. Under this Agreement and upon meeting certain
closing conditions, we have agreed to sell, assign, transfer and convey Expand
Beyond's patents and/or patent applications, as well as three patents and/or
patent applications owned by Semotus, as listed in the Agreement (together, the
"Patents") to Stavros for one hundred seventy five thousand dollars ($175,000).
Additionally, Stavros grants back to us, with certain limitations as further
described in the Agreement, a royalty-free, irrevocable, non-exclusive,
non-transferable, non-assignable, non-sublicensable, worldwide right and license
under the Patents to internally practice the methods and processes covered by
the Patents, and to make, have made, use, distribute, lease, sell, offer for
sale, import, export, develop and otherwise transfer or dispose of and otherwise
exploit any products covered by the Patents ("COVERED PRODUCTS"). This license
shall apply to the reproduction and subsequent distribution of Covered Products
by authorized agents, such as a distributor, replicator, VAR or OEM.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) N/A.
(b) N/A.
(c) Exhibits. The following exhibit is filed with this report:
Exhibit Number Description
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10.1 Patent Purchase Agreement by and among Semotus
Solutions, Inc., Expand Beyond Corporation and
Stavros Investments LLC dated January 11,2006.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SEMOTUS SOLUTIONS, INC.
Date: January 17, 2006 By: /s/ Anthony N. LaPine
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Anthony N. LaPine,
President and Chief Executive Officer