UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C., 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
September
23, 2008
Date
of
Report (Date of earliest event reported)
MOBIVENTURES
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-51855
|
Not
Applicable
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
Sunnyside,
Brinkworth, Chippenham
Wiltshire,
England SN15 5BY
|
|
(Address
of principal executive offices)
|
+44
(0) 7740 611 413
(
Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
September 23, 2008 (the "
Execution
Date
"),
Mobiventures Inc., a Nevada corporation (the "
Company
")
entered into an agreement (the "
Amendment
")
with
Christopher Beck, an individual ("
Beck
"),
Christopher Jackson, an individual ("
Jackson
"),
Julia
McNally, an individual ("
McNally
"),
Matthew Rahman, an individual ("
Rahman
"),
Caroline Walton, an individual ("Walton", and together with Beck, Jackson,
McNally and Rahman, the "
Managers
"),
South
East Growth Fund Limited Partnership, an English limited partnership
("
SEGF
"),
Avonglen Limited ("
Avonglen
"),
Peter
Dingley, an individual ("
Dingley
"),
Richard Guppy, an individual ("
Guppy
"),
Duncan Revolta, an individual ("
Revolta
"),
William Harris, an individual ("
Harris
"),
Kathryn Wilson, an individual ("
Wilson
",
and
together, with Avonglen, Dingley, Guppy, Revolta, and Harris, the "
Remaining
Shareholders
"),
and
New Visions Mobile Limited, an English company ("
New
Visions
"),
in
which all parties to the Amendment (the "
Parties
")
agreed
to amend the original agreement between the Parties (the "
Original
Agreement
",
and as
combined with the Amendment, the "
Agreement
")
with
respect to the terms described below.
Pursuant
to the Agreement, the Company
agreed to subscribe for an aggregate of 1,258,588 shares of New Visions' common
stock (the "
Subscription Shares
") by (i) making an initial payment of
£25,000 to New Visions in exchange for 100,087 shares of New Visions'
common
stock (ii) delivering £250,000 to New Visions on the Execution Date in exchange
for
1,053,610
shares of New Visions' common stock, and (iii) delivering £25,000 to New Visions
by November 23, 2008 in exchange for 104,882 shares of New Visions' common
stock. Following the issuance of the Subscription Shares as described in items
(i), (ii) and (iii) of this paragraph, the Company will hold twenty-five percent
(25%) of the issued and outstanding shares of New Visions’ capital stock.
Pursuant
to the Agreement, the Managers, SEGF and the Remaining Shareholders have agreed
not to enter into any discussions for, or to effect, the sale of their shares
of
New Visions' common stock for a period of six (6) months. Also, subsequent
to
the payment by the Company described in item (iii) of the preceding paragraph,
the Managers, SEGF and the Remaining Shareholders have agreed to grant to the
Company an exclusive right, lasting for a period of twelve (12) months, to
acquire all of the shares of New Visions’ common stock owned by the Managers,
SEGF and the Remaining Shareholders (the "
Remaining
Shares
").
Such
exclusive right to purchase the Remaining Shares may be exercised by the Company
by serving a written notice to New Visions followed, within the subsequent
twenty-eight (28) day period, by the negotiation and execution of a stock
purchase agreement between the parties (the “
SPA
”).
Schedule
3
of the
Agreement sets forth certain terms, agreed to by the parties, that shall be
included in the SPA; specifically that the Company shall pay for the Remaining
Shares by tendering to the Remaining Shareholders, (i) £1,000,000, fifty percent
(50%) of which shall be paid in cash with the remainder paid in shares of the
Company’s common stock, (ii) ninety percent (90%) of New Visions’ EBITDA
calculated as of the first (1
st
)
anniversary of the closing of the SPA, sixty percent (60%) of which shall be
paid in cash with the remainder paid in shares of the Company’s common stock,
(iii) fifty percent (50%) of New Visions’ EBITDA calculated as of the second
(2
nd
)
anniversary of the closing of the SPA, sixty percent (60%) of which shall be
paid in cash with the remainder paid in shares of the Company’s common stock,
and (iv) twenty-five percent of New Visions’ EBITDA calculated as of the third
(3
rd
)
anniversary of the closing of the SPA, fifty percent (50%) of which shall be
paid in cash with the remainder paid in shares of the Company’s common stock.
Pursuant
to the Agreement, the Company will be entitled to appoint a member of New
Visions' board of directors. New Visions and the Managers have agreed to certain
undertakings with respect to the management of New Visions and the conduct
of
the Managers, as well as other general terms, as described in the Original
Agreement and Amendment which are attached hereto as
Exhibit
99.1
and
Exhibit
99.2
,
respectively.
In
connection with funding the acquisition of the Subscription Shares, the Company
entered into an unsecured convertible promissory note, dated September 16,
2008
(the “
Note
”),
with
Tetra (Executive) Pension Scheme (“
Tetra
”)
whereby, in exchange for the receipt of £200,000, the Company agreed to pay to
Tetra, on or before August 31, 2010 (the “
Maturity
Date
”),
£200,000 (the “
Principal
Balance
”)
and
accrued interest on the Principal Balance at a fixed rate equal to twenty-five
percent (25%) per year. The Company may pay the amounts owed under the Note
in
whole or in part at any time without any prepayment penalty. Pursuant to the
terms of the Note, the Company agreed that if it intends to offer more favorable
terms to another party with respect to an instrument similar to the Note, the
Company must provide prior written notice of such offer to Tetra and afford
Tetra the option to accept the offer.
Certain
events of default are described under the Note (each, an “
Event
of Default
”),
specifically: (i) if any amounts required to be paid under the Note have not
been paid by the Company as of the Maturity Date, (ii) if any involuntary
bankruptcy proceedings are initiated with respect to the Company and remain
active after forty-five (45) days, or (iii) if the Company voluntarily initiates
or consents to any bankruptcy proceedings. If an Event of Default occurs, the
entire Principal Balance shall become immediately due and payable to Tetra
(at
Tetra’s option), and Tetra shall have the right to convert the amount due into
an equivalent amount of shares of the Company’s common stock at a discount of
fifty percent (50%) of its average closing price for the thirty (30) days prior
to the conversion date.
With
respect to any unpaid amounts due under the Note after the Maturity Date, the
Company must pay penalties in the form of interest at five percent (5%) in
addition to the original fixed rate of twenty-five percent (25%), totaling
interest of thirty-percent (30%) per year on the Principal Balance outstanding,
until satisfaction of the balance owed at a monthly rate of ten percent (10%)
of
the Principal Amount plus accrued interest. The Note is attached hereto as
Exhibit
99.3
.
Item
2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet
Arrangement of a Registrant.
See
Item
1.01 herein above.
Item
3.02
Unregistered
Sales of Equity Securities.
See
Item
1.01 herein above.
Item
9.01
Financial
Statements and Exhibits.
|
Exhibit
Number
|
|
Description
of Exhibit
|
|
Location
|
|
99.1
|
|
Agreement
dated July 23,
,
2008
between Mobiventures Inc., New Visions Mobile Limited, and the other
parties named therein
|
|
Provided
herewith
|
|
99.2
|
|
Agreement
dated September 23, 2008, amending the Agreement dated July 23
,
2008,
between Mobiventures Inc., New Visions Mobile Limited, and the other
parties named therein
|
|
Provided
herewith
|
|
99.3
|
|
Unsecured
Convertible Promissory Note dated September 16, 2008, between Mobiventures
Inc. and Tetra (Executive) Pension Scheme
|
|
Provided
herewith
|
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.
|
|
|
MOBIVENTURES
INC.
|
|
|
|
|
Date:
September 29, 2008
|
|
/s/ Nigel
Nicholas
|
|
|
Nigel
Nicholas
|
|
|
Chief
Executive Officer
|
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