Item 1.01 Entry into a Material Definitive Agreement.
(a) If the registrant has entered into a material definitive agreement not made
in the ordinary course of business of the registrant, or into any amendment of
such agreement that is material to the registrant, disclose the following
information:
(1) the date on which the agreement was entered into or amended, the identity
of the parties to the agreement or amendment and a brief description of any
material relationship between the registrant or its affiliates and any of the
parties, other than in respect of the material definitive agreement or
amendment, and;
March 20, 2020
(2) a brief description of the terms and conditions of the agreement or
amendment that are material to the registrant.
The registrant has entered into a material definitive agreement, which is
solely pursuant to, and within the confines of Section 508, of PUBLIC LAW
115174MAY 24, 2018, the ECONOMIC GROWTH, REGULATORY RELIEF, AND CONSUMER
PROTECTION ACT (the Act).
After passage and enactment of the Act, the S.E.C. created the program rules,
entitled, Conditional Small Issues Exemption under the Securities Act of 1933
(Regulation A).
The program rules are codified at S.E.C. Release No. 33-10591; File No.
S7-29-18].
The agreement is made strictly within the confines of, and solely for the
purposes of capital raising, in the manner described in said rules, and for no
other purpose.
Should any other purpose emerge, or be interpreted as having emerged from the
agreement, which is or may be in conflict with the said rules, any part of said
agreement which is in conflict shall be deemed as deleted from the agreement.
As contained within the rules governing the program, therefore, the Registrant
is filing this current Form 8-K, in order to bring its EDGAR file current.
In further compliance with program rules, the Registrant will, shortly after
the filing of this Form 8-K, file its form 1-A, under the terms and conditions
as set forth in the program rules, and for no other reason, than for capital
raising, as allowed and permitted by said rules, and not under any other rules,
laws or regulations.
The said agreement is made, pursuant to the said rules, with Finger Lakes
Region Rural Broadband Company, Inc., and solely for the purposes of raising
capital as allowed under said rule, and not under any other rules, laws or
regulations, save for those as allowable under the provisions of Regulation A+.
Finger Lakes Region Rural Broadband Company, Inc., already has a qualified Reg.
A+ offering, and its offering is made in support of the Form 1-A, under program
rules, for the offering being made here.
The agreement is made concurrently with the Finger Lakes qualified Reg. A+
offering, as permitted by the rules, and nothing in the agreement shall be
construed as, in any manner, impeding or interfering with the Finger Lakes
company to pursue its continued capital raising, under said Reg. A+. without
this agreement in any manner causing prejudice to said qualification.
Pursuant to the program rules, Rule 251(c) - safe harbor - protects both the
current Registrant under Form 8-K, as well as the Finger Lakes company, from
any debts, liens or other encumbrances, either past, present or future,
including the two companies, and all of the officers, directors and
shareholders, past, present and future.
Rule 144, as made applicable to Regulation A+, under the program rules, will
permit the Registrant to take advantage of that rule, which allows for an
immediate resale of any securities purchased, up to 30% of the amount
purchased, the remaining 70% to be held for a period of one year after
purchase.
The agreement provides for the Registrant to take such necessary steps, so as
to make current its ticker symbol, INFX, on the OTC Markets board, which is
currently showing as 'dark or defunct' and with a skull and crossbones
indicator, due to the several years in which the company has been out of
business. The company officials, during the time when the company was active
several years ago, in addition, were charged with securities violations by the
S.E.C. There are none of the current company members who were a part of the
company in that previous era, and none who know the past persons, or knew them,
and none of the current company members had or have, any contact with such past
members.
To the extent permissible, and concurrently therewith, or standing alone, the
Registrant believes that it may take advantage of the most recent 'testing the
waters' provisions of S.E.C. rules. On this issue, the Registrant is relying on
the Release No. 33-10699, File No. S7-01-19, and for informational guidance,
upon the Harvard Law School article, SEC Expansion of Testing-the-Waters
Communications to All Issuers, Harvard Law School Forum on Corporate
Governance, October 4, 2019.