BEESFREE, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-05-02: Form 8-K; Period of report 2014-05-02; Description 8.01 Other Events; Details 8.01.
- 2014-04-11: Form 8-K; Period of report 2014-04-08; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2014-03-13: Form 8-K; Period of report 2014-03-07; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2014-02-18: Form 8-K; Period of report 2014-02-12; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-05-02 | 8-K | 2014-05-02 | 8.01 Other Events | 8.01 BeesFree, Inc. has determined to effect a termination of the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend its reporting obligations under Section 15(d) of the Exchange Act, by filing a Form 15 with the Securities and Exchange Commission (“SEC”). | v377167_8k.htm |
| 2014-04-11 | 8-K | 2014-04-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On April 8, 2014, Steven F. Elliott resigned as President and Chief Executive Officer of BeesFree, Inc. (the “Company”). | v374565_8k.htm |
| 2014-03-13 | 8-K | 2014-03-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 hereof is incorporated herein by reference. 3.02 See Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by this reference, for a description of the terms of the Purchase Agreement, the Security Agreement, the Notes and Warrants, including the issuance of the securities in connection therewith. | v371396_8k.htm |
| 2014-02-18 | 8-K | 2014-02-12 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.02 (b)(c) On February 12, 2014, the Company announced that Steven F. Elliott has been appointed to serve as President and Chief Executive Officer of the Company, replacing interim President and Chief Executive Officer Joseph Fasciglione. 7.01 On February 17, 2014, the Company issued a press release announcing Mr. Elliott’s appointment as President and Chief Executive Officer. | v369070_8k.htm |
| 2014-01-06 | 8-K | 2013-12-31 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 hereof is incorporated herein by reference. 3.02 See Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by this reference, for a description of the terms of the Purchase Agreement, the Notes and Warrants, including the issuance of the securities in connection therewith. | v364595_8k.htm |
| 2013-06-26 | 8-K | 2013-06-20 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 hereof is incorporated herein by reference. 3.02 See Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by this reference, for a description of the terms of the Purchase Agreement, the Note and Warrant, including the issuance of the securities in connection therewith. | v348695_8k.htm |
| 2013-05-17 | 8-K | 2013-05-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On May 13, 2013, Juan Carlos Trabucco, a director and the Interim President and Chief Executive Officer of BeesFree, Inc. (the “Company”), passed away suddenly after a short illness. | v345588_8k.htm |
| 2013-04-17 | 8-K | 2013-04-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On April 15, 2013, David W. Todhunter resigned as President, Chief Executive Officer, and Chief Financial Officer of BeesFree, Inc. (the “Company”). | v341759_8k.htm |
| 2013-03-15 | 8-K | 2013-03-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 hereof is incorporated herein by reference. 3.02 See Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by this reference, for a description of the terms of the Purchase Agreement, the Security Agreement, the Note and Warrant, including the issuance of the securities in connection therewith. | v338330_8k.htm |
| 2012-11-08 | 8-K | 2012-11-06 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On November 8, 2012, the Company issued a press release announcing the entering into of the Agreement with Dr. del Vecchio. | v327879_8k.htm |
| 2012-10-22 | 8-K | 2012-10-19 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.02 (c) As previously reported, on June 20, 2012, the Company announced that David W. Todhunter, the Company’s Chief Financial Officer, had been appointed to serve as interim President and Chief Executive Officer of the Company. 7.01 On October 22, 2012, the Company issued a press release announcing Mr. Todhunter’s appointment as President and Chief Executive Officer. | v326331_8k.htm |
| 2012-10-15 | 8-K | 2012-10-10 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 See Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by this reference, for a description of the terms of the Subscription Agreement, the Series B Preferred Stock and Warrants, including the issuance of the securities in connection therewith. 7.01 On October 12, 2012, the Company issued a press release announcing the sale of securities under the Financing. | v325647_8k.htm |
| 2012-10-04 | 8-K | 2012-09-28 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On September 28, 2012, the Company designated 50,000 shares of its blank check preferred stock, $.001 par value per share, as “Series B Cumulative Convertible Preferred Stock” (the “Series B Preferred Stock”) and established the rights, preferences, privileges and obligations thereof by filing a Certificate of Designation (the “Certificate of Designation”) with the Secretary of State of Nevada. | v324972_8k.htm |
| 2012-09-04 | 8-K | 2012-08-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 (d) On September 4, 2012, the Company announced the expansion of the Company’s Board of Directors, effective August 30, 2012, from three to four members and the appointment of Paolo Denesi as a director to fill the vacancy on the Company’s Board of Directors created by such expansion. 7.01 On September 4, 2012, the Company issued a press release announcing the appointment of Mr. Denesi to the Board of Directors. | v322922_8k.htm |
| 2012-08-30 | 8-K | 2012-08-27 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On August 28, 2012, the Company issued a press release announcing the creation of an advisory board. 8.01 On August 27, 2012, the Company created of an advisory board to advise and make non-binding recommendations to the management and the Board of Directors of the Company (the “Advisory Board”) with respect to matters within the areas of their experience and expertise. | v322789_8k.htm |
| 2012-06-28 | 8-K | 2012-06-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v317260_8k.htm |
| 2012-06-25 | 8-K | 2012-06-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 (b) On June 20, 2012, BeesFree, Inc. (the “Company”) announced that Mario Sforza resigned as President, Chief Executive Officer and a director of the Company and its subsidiaries, effective June 19, 2012. 7.01 On June 20, 2012, the Company issued a press release announcing Mr. Sforza’s resignation, the appointment of Mr. Todhunter as interim President and Chief Executive Officer and the appointment of Dr. Festuccia to the Board of Directors. | v316879_8k.htm |
| 2012-06-13 | 8-K | 2012-06-08 | 8.01 Other Events | 8.01 On June 8, 2012, the Company’s wholly-owned subsidiary, BeesFree, Inc., a Delaware corporation, filed an amendment to its Certificate of Incorporation, changing its name from “BeesFree, Inc.” to “BeesFree USA, Inc.,” effective on June 8, 2012. | v315991_8k.htm |
| 2012-04-25 | 8-K | 2012-04-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 22, 2012 the Board of Directors of BeesFree, Inc. (the “Company”) unanimously approved the appointment of Joseph Becker to serve as a director on the Board of Directors (the “Board”) to fill a vacancy on the Board. | v310456_8k.htm |
| 2012-02-22 | 8-K | 2012-02-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.02 On February 15, 2012 the Board of Directors of BeesFree, Inc. (the “Company”) unanimously approved the appointment of David. 7.01 On February 14, 2012, the Company received a letter from Centro de Estudios Territoriales del Chubut (“CET”) confirming an initial order of bee dispensers and serum, which consists of a proprietary mixture of chemical compounds to the bee population in order to prevent the effects of colony collapse disorder (the “Letter Agreement”). 8.01 On February 17, 2012, we issued a press release entitled “Sales Order Represents the Company's Entrance Into the South American Market.” A copy of the press release is attached as Exhibit 99.1, and incorporated herein by reference. | v303454_8k.htm |
| 2012-01-30 | 8-K/A | 2011-12-16 | 9.01 Financial Statements and Exhibits | 9.01 Filed herewith is unaudited pro forma combined financial information of the Company and its subsidiaries. | v300544_8ka.htm |
| 2011-12-20 | 8-K | 2011-12-16 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On December 16, 2011 (the “Closing Date”), our Board of Directors approved the dismissal of Weinberg & Baer LLC (“Weinberg”) as our independent auditor, effective immediately. | v243523_8k.htm |
| 2011-12-16 | 8-K | 2011-12-16 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.06 Change in Shell Company Status | 2.01 As previously reported, on September 30, 2011, we entered into an Agreement and Plan of Merger with BeesFree, Inc., a Nevada corporation and our wholly owned subsidiary (“BeesFree-NV”), pursuant to which BeesFree-NV was merged with and into us, the separate existence of BeesFree-NV ceased and we changed our corporate name from “BNH Inc.” to “BeesFree, Inc.” Furthermore, as previously reported, concurrently with this merger, on October 27, 2011, we effectuated a 2-for-1 forward stock split, pursuant to which every one share of our issued and outstanding common stock was reclassified into two whole post-split shares of common stock (the “Stock Split”) and our authorized common stock was increased from 100,000,000 shares to 200,000,000 shares. 3.02 On September 4, 2007, pursuant to the terms of a subscription agreement, BNH Inc. sold 250,000 shares of common stock to Mrs. Goldy Klein, a previous president, treasurer, secretary and director of BNH Inc., at a price per share of $0.001 (par value), for the aggregate purchase price of $250. 5.01 As described in Item 2.01, in connection with the Merger, on December 16, 2011, each share of BeesFree-DE’s common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 11,950,000 shares of our common stock. 5.02 Set forth below is information regarding our directors, executive officers and director nominees. 5.06 Following the consummation of the Merger described in Item 2.01 of this Current Report on Form 8-K, we believe that we are not a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. | v243065_8k.htm |