Item 1.01 Entry into a Material Definitive Agreement
Series A
Preferred Stock Purchase Agreement
On
January
2
, 201
9
,
BroadVision, Inc. (the “Company”)
entered into a
Series A Preferred Stock Purchase Agreement
with
Vmoso, Inc.
, a
Delaware corporation
(“
Vmoso
”)
for the purchase of 745,000 shares of Vm
oso’s Series A Preferred Stock
for a purchase price comprising the contribution of
Company
intellectual property and other assets valued
by the Company’s Board of Directors
at $745,000
(the
“Series A SPA”
)
.
The
contributed assets represent substantially all of the
intellectual property and other assets
relating to the Company’s Clearvale and Vmoso
platforms, including the current Clearvale and Vmoso products and the My Vmoso Network (
“
MVN
”
) development project
. As previously announced,
Vmoso will
continue the commercialization of the Clearvale and Vmoso products and the development of MVN
.
Following the completion of Vmoso’s sale of Class 1 Common Stock described below, the shares of Series A Preferred Stock owned by the Company represent approximately 19.9%
of the total number of shares of Vmoso’s capital stock outstanding
.
The rights, preferences and privileges of Vmoso’s Series A Preferred Stock include a liquidation preference of $1.00 per share.
The foregoing is a summary description of the terms and
conditions of the
Series A SPA
and by its nature is incomplete. It is qualified in its entirety by reference to the
Series A SPA
, which is attached as Exhibit 10.
1
to this Form 8-K and incorporated herein by reference.
Class 1 Common Stock Purchase Agreement
Pursuant to the financing plan announced by the Company in October 2018, on
January
2
,
2019
,
Dr. Pehong Chen
, the Company’s and Vmoso’s President and Chief Executive Officer
and the Company’s largest stockholder
,
purchased 3,000,000 shares of Vmoso’s Class 1 Common Stock, representing approximately 80.1% of the total number of shares of Vmoso’s capital stock outstanding after such purchase, for a purchase price of $3,000,000 in cash pursuant to a Class 1 Common Stock Purchase Agreement
between Dr. Chen
and Vmoso
(the “Common SPA”).
The foregoing is a summary description of the terms and conditions of the
Common
SPA and by its nature is incomplete. It is qualified in its entirety by reference to the
Common
SPA, which is attached as
Exhibit 10.
2
to this Form 8-K and incorporated herein by reference.
Services and Facilities Agreement
On
January
2
, 201
9
,
the Company
entered into a
Services and Facilities Agreement
(the
“Intercompany Agreement”
) with
Vmoso
,
the
terms of which provide for the
payment of certain fees to the Company by Vmoso, in exchange for the contribution of the Company’s expertise, resources, services, as well as the limited use of the Company’s
facilities
in Vmoso’s
business and operations
.
The
Intercompany
Agreement
became effective
as of
January
1
, 2019 and
shall
continue for a period of one year, unless earlie
r terminated, and
shall be renewable upon written consent from both
p
arties
.
The Company and Vmoso anticipate that, pursuant to the Intercompany Agreement, the Company will provide substantially all of the
personnel, facilities and equipment required for
Vmoso’s operations for the foreseeable future.
The fees contemplated by the Intercompany Agreement
are generally intended to permit the Company to recover the cost to it of providing these
personnel, facilities
,
and equipment
.
The foregoing is a summary description of the terms and conditions of the
Intercompany
Agreement and by its nature is incomplete. It is qualified in its entirety by reference to the
Intercompany
Agreement, which is attached as Exhibit 10.
3
to this Form 8-K and incorporated herein by reference.