Current Report Filing (8-k)
June 27 2017 - 02:10PM
Edgar (US Regulatory)
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
Date
of Report (Date of earliest event reported):
April 21, 2017
SOLARIS
POWER CELLS, INC.
(Exact
name of registrant as specified in its charter)
NEVADA
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000-53982
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46-3386352
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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2159
India Street
San
Diego, CA 92101
(Address
of Principal Executive Offices)
619-629-0922
(Registrant’s
telephone number including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM
1.01
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Entry
into a Material Definitive Agreement.
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On
21 April 2017, Solaris Power Cells, Inc. (the “
Company
”) and migme Limited (“
Migme
”) executed
a Share Exchange Agreement (the “
Agreement
”) under which the Company would acquire all of the issued and outstanding
shares of stock of Migme’s wholly-owned subsidiary, Project Goth, Inc. (“PGI”). PGI is a subsidiary of Migme
that holds all of the operating companies of Migme, as well as all intellectual property of Migme. As such, the transaction will
represent the purchase by the Company of Migme’s entire operating assets and businesses.
Under
the terms of the Agreement, the Company will acquire 100% of the PGI shares (the “
PGI Shares
”), which is to
include all PGI Shares owned by the Convertible Loan Financiers, as discussed below. At Closing, in exchange for the PGI Shares,
the Company will issue that number of shares of the Company’s common stock representing 45% of the Company’s common
stock (calculated on a fully diluted basis) at the Closing (the “
Acquisition Shares
”). Upon Closing, Migme
will be entitled to nominate two members to the Company’s Board of Directors, with an additional three directors to be nominated
by the Company.
The
closing of the proposed transaction (the “
Closing
”) is conditioned on the satisfaction or waiver of a number
of conditions, including, though not limited to, the following:
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1.
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Migme
obtaining shareholder approval in accordance with all applicable requirements of the Australian Securities Exchange, which
is Australia’s primary securities exchange for public companies, and on which Migme is listed.
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2.
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Migme
and PGI raising at least One Million Five Hundred Thousand Dollars in exchange for convertible loans (the “
Convertible
Loans
”) on terms acceptable to Migme and the Company, from investors (the “
Convertible Loan Financiers
”)
who will be required to convert all such Convertible Loans into a pro rata amount of the Acquisition Shares.
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3.
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All
inter-company debt owed to Migme by its subsidiaries are to be converted into additional shares in those subsidiaries.
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4.
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The
Company must be current in its SEC reporting obligations.
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5.
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Additional
customary closing conditions.
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The
Agreement includes customary representations, warranties and covenants of Migme and the Company. The foregoing description of
the Agreement and transaction envisioned thereunder does not purport to be complete and is qualified in its entirety by the actual
Agreement.
Item
7.01
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Regulation
FD Disclosure.
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On
21 April 2017 the Company issued a press release (the “
Press Release
”) announcing the proposed acquisition
described in Item 1.01, above. In the Press Release, the Company announced that it believed that the Closing would occur by 15
June 2017. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
As
of the date of this Report the Closing has yet to occur. A number of the conditions to Closing have yet to be satisfied, including
without limitation, (i) the Company not yet being current in its filing obligations with the SEC; and, (ii) Migme and PGI have
not yet raised the entire amount required under the Convertible Loans.
The
Company and Migme continue to work cooperatively toward a Closing. Each party is committed to the transaction and is taking all
necessary action to satisfy all conditions to Closing.
Item
9.01
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Financial
Statements And Exhibits.
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The
following exhibits are furnished with this report:
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Exhibit
No.
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Exhibit
Description
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99.1
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21
April 2017 Press Release.
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SIGNATURE
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.
Date:
26 June 2017
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SOLARIS POWER CELLS, INC.
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By:
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/s/
Neil Kleinman
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Neil
Kleinman,
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Chief
Executive Officer
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