Current Report Filing (8-k)
August 30 2019 - 2:00PM
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):
August 26, 2019
FINDEX.COM, INC.
(Exact name of registrant as specified in its
charter)
Nevada
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000-29963
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88-0378462
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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 No.)
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1313 South Killian Drive, Lake Park, FL
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33403
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(561) 328-6488
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Not Applicable
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(Former name or former address, if changed since last report)
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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 (see General Instruction
A.2. below):
[ ] 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 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Section
1 – Registrant’s Business and Operations.
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On August 26, 2019, Findex.com, Inc. (the “Company,”
“we,” “us,” “our”) entered into an agreement with Caribbean Energy Solutions, LLC (“CES”),
a Puerto Rico limited liability company engaged in the distribution of certain high performance coatings, to assign and sell to
CES intellectual property owned by the Company, with certain rights, title and interest in and to the product and trade secret
intellectual property known as “Infiniguard” (also known as “Infinigard”) (the “Subject IP”).
CES is currently in the business of marketing and distributing the Infiniguard product exclusively for use in the field of Heating,
Ventilation, Air Conditioning, and Refrigeration (the HVAC/R” or the “HVAC/R Market”). In exchange for the conveyance
of this intellectual property, which was effective immediately upon execution of the agreement, the Company received a one-time
cash payment in the amount of USD$200,000 and CES received (i) the exclusive worldwide production and distribution rights in and
to the Subject IP in perpetuity for the HVAC/R Market, (ii) direct and full ownership rights to any derivative trade secret intellectual
property independently developed by or on behalf of CES that constitutes a variation or extension of the existing trade secret
intellectual property formulation embedded in and underlying the Subject IP (“Derivative Intellectual Property”), and
(iii) unrestricted but non-exclusive rights to use either the trade secret intellectual property formulation embedded in and underlying
the Subject IP and any Derivative Intellectual Property for any products markets throughout the world in addition to the HVAC/R
Market.
The subject agreement, labeled an Intellectual
Property Sale and Assignment Agreement, contains usual and customary provisions for agreements of this type, including certain
material confidentiality and non-compete provisions.
Although there can be no assurance, it is expected
by Company management that, at least for a period of no less than six (6) months following the date of this Agreement, and continuing
for so long as the Company and CES mutually agree in good faith thereafter, the Company shall, at the request of CES, manufacture
the Subject IP for CES pursuant to the applicable terms and conditions under an original distribution and license agreement dated
June 6, 2018, which the Company and CES have been conducting business since then. There is no available estimate at this time as
to projected unit count likely to be involved under any such arrangement, or projected gross revenue or margin to be realized by
the Company in the event it materializes.
The foregoing description of the Intellectual
Property Sale and Assignment Agreement does not purport to be complete and is qualified in its entirety by the Intellectual Property
Sale and Assignment Agreement itself, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.66 and incorporated
herein by reference.
Section
9 – Financial Statements and Exhibits.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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.
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FINDEX.COM, INC.
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By:
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/s/ Steven Malone
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Steven Malone
President & Chief Executive Officer
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Date: August 30, 2019
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