BIZZINGO, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-02-11: Form 8-K; Period of report 2013-01-25; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2013-01-22: Form 8-K; Period of report 2013-01-16; Description 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 5.02.
- 2012-12-18: Form 8-K; Period of report 2012-12-12; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2012-11-02: Form 8-K; Period of report 2012-11-01; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-02-11 | 8-K | 2013-01-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 25, 2013, Mr. Elliot Stein resigned in his capacity as a director of Bizzingo’s Board of Directors. | form8k.htm |
| 2013-01-22 | 8-K | 2013-01-16 | 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 Effective January 16, 2013, Bizzingo, Inc. appointed Kim Cranston as its Chairman of the Company’s Board of Directors. 7.01 Note: The information in this report (including the exhibit) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. | form8k.htm |
| 2012-12-18 | 8-K | 2012-12-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Resignation of Director. | form8k.htm |
| 2012-11-02 | 8-K | 2012-11-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective November 1, 2012, Bizzingo, Inc. appointed Roger Wood as its Chief Executive Officer. | form8k.htm |
| 2012-10-26 | 8-K | 2012-10-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | fomr8k.htm |
| 2012-09-20 | 8-K | 2012-09-15 | 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 Effective September 15, 2012, Bizzingo, Inc. appointed Roger Wood as its president and chief operating officer and as member of the Company’s Board of Directors Concurrent with the stated appointment, Mr. Douglas Toth resigned as the Company’s President, however remains as the Company’s Chairman and Chief Executive Officer. 7.01 Note: The information in this report (including the exhibit) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. 8.01 On September 14, 2012, the Company’s Board of Directors approved the creation of the Company’s 2012 Stock Option Plan. | form8k.htm |
| 2012-07-26 | 8-K | 2012-07-26 | 7.01 Regulation FD Disclosure; 8.01 Other Events | form8-k.htm | |
| 2012-07-02 | 8-K | 2012-06-29 | 7.01 Regulation FD Disclosure | 7.01 Note: The information in this report (including the exhibit) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. | form8k.htm |
| 2012-06-18 | 8-K/A | 2011-09-08 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On September 8, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation (“Certificate of Amendment”) with the State of Nevada to authorize the creation of 100,000,000 shares of preferred stock $0.001 par value, in one or more classes, having such designations, preferences, and relative, participating, optional, or other rights (including preferential voting rights), and qualifications, limitations, and/or restrictions thereof, all as may be determined by from time to time by the Board of Directors of the Corporation. | form8k.htm |
| 2012-06-04 | 8-K | 2012-05-29 | 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 Effective May 29, 2012, Mr. Ephraim Lindenbaum (age 43) was elected to the board of directors of the Bizzingo, Inc. (“Company”). 7.01 Note: The information in this report (including the exhibit) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. | form8k.htm |
| 2012-05-08 | 8-K | 2012-05-04 | 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 Pursuant to the agreement, the Company acquired certain technology of IntroMe which will allow Bizzingo to extend its B2B platform to mobile devices. 7.01 Note: The information in this report (including the exhibit) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. | form8k.htm |
| 2012-05-01 | 8-K | 2012-05-01 | 7.01 Regulation FD Disclosure | 7.01 Note: The information in this report (including the exhibit) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. | form8k.htm |
| 2012-04-18 | 8-K | 2012-04-03 | 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 Effective April 3, 2012, Mr. Elliot (Skip) Stein, Jr. (age 63) was elected to the board of directors of the Bizzingo, Inc. (“Company”). 7.01 Note: The information in this report (including the exhibit) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. | form8k.htm |
| 2012-04-03 | 8-K | 2012-04-03 | 7.01 Regulation FD Disclosure | 7.01 Note: The information in this report (including the exhibit) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. | form8k.htm |
| 2012-03-22 | 8-K | 2012-03-14 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 Note: The information in this report (including the exhibit) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. | form8k.htm |
| 2012-02-13 | 8-K | 2012-02-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8k.htm |
| 2012-01-31 | 8-K | 2012-01-31 | 7.01 Regulation FD Disclosure | 7.01 The information set forth in this Item 7.01 of Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | form8k.htm |
| 2012-01-25 | 8-K | 2012-01-25 | 7.01 Regulation FD Disclosure | 7.01 The information set forth in this Item 7.01 of Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | form8k.htm |
| 2011-11-07 | 8-K | 2011-11-02 | 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 | 5.02 Effective November 2, 2011, Mr. David Shamouelian (age 33) was elected to the board of directors of the Bizzingo, Inc. (“Company”). | newdirector11-2.htm |
| 2011-09-15 | 8-K | 2011-09-08 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On September 8, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation (“Certificate of Amendment”) with the State of Nevada to authorize the creation of 100,000,000 shares of preferred stock $0.001 par value, in one or more classes, having such designations, preferences, and relative, participating, optional, or other rights (including preferential voting rights), and qualifications, limitations, and/or restrictions thereof, all as may be determined by from time to time by the Board of Directors of the Corporation. | preferredstock.htm |
| 2011-09-09 | 8-K | 2011-09-02 | 8.01 Other Events | 8.01 On September 2, 2011, the Company’s Board of Directors approved the creation of the Company’s 2011 Stock Option Plan. | 9-2-11stockoptionplan.htm |
| 2011-09-01 | 8-K | 2011-08-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 19, 2011, Mr. Gordon Samson resigned in his capacity the Company’s Chief Financial Officer, Treasurer and Director. | 8-19-11samsonresignation.htm |
| 2011-07-21 | 8-K | 2011-07-20 | 7.01 Regulation FD Disclosure | 7.01 On July 20, 2011, the Company issued the press release attached hereto as Exhibit 99.1. | v229348_8k.htm |
| 2011-07-12 | 8-K | 2011-05-16 | 5.01 Changes in Control of Registrant | f71111changeofcontrol.htm | |
| 2011-06-28 | 8-K | 2011-06-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Company has entered into consulting agreements with each of Mr. Douglas Toth and Mr. Gordon Samson, pursuant to which each has agreed to terms with the Company. | v227240_8k.htm |
| 2011-06-16 | 8-K | 2011-06-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 14, 2011, we appointed Kim Cranston, to our board of directors. | v226101_8k.htm |
| 2011-05-04 | 8-K | 2011-04-29 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On March 30, 2010, we filed a Certificate of Amendment with the Nevada Secretary of State to change our name to “Bizzingo, Inc.” The name change was effective on that same date. | v220891_8k.htm |
| 2011-04-04 | 8-K | 2011-03-30 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On March 30, 2010, we filed a Certificate of Amendment with the Nevada Secretary of State to change our name to “Bizzingo, Inc.” The name change was effective on that same date. | f442011namechange.htm |
| 2011-03-28 | 8-K | 2011-02-28 | 8.01 Other Events | 8.01 On February 28, 2011, the Board of Directors unanimously resolved to create a Code of Business Conduct and Ethics, and an Audit Committee and a Nominating and Corporate Governance Committee. | v216186_8k.htm |
| 2011-03-17 | 8-K | 2011-03-15 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 See “Item 2.01 – Completion of Acquisition or Disposition of Assets” below for a description of a material definitive agreement we entered into. 2.01 On March 15, 2011, we entered into an Asset Purchase Agreement (“APA”) with Zonein2, Inc., (“Zonein2”) a California corporation pursuant to which we agreed to acquire certain assets (the “computer code”) for the purchase of Two Million (2,500,000) shares of our common stock payable at the closing of the transaction. 3.02 In connection with the APA described in Item 2.01, the Company is issuing, 2,500,000 shares of its common stock, par value $0.001 to Zonein2. 8.01 On March 16, 2011, the Company opened its web-site “Bizzingo.com.” The web-site describes its new business model, however, it is not fully functional to transact business. | v215120_8k.htm |
| 2011-02-09 | 8-K | 2011-01-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 28, 2011, John Larkin submitted his resignation as Director. | v210639_8k.htm |
| 2010-11-16 | 8-K | 2010-11-01 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 On November 1, 2010, we closed and issued common stock on Unit Purchase Agreements with five (5) accredited investors pursuant to which the Purchasers purchased six (6) Units at a Purchase Price of $27,000 per Unit for an aggregate purchase price of $162,000.00. 5.02 On November 9, 2010, Christina Domecq submitted her resignation as Director and CEO. 8.01 On November 9, 2010, Phreadz Inc. (the “Company” or “Phreadz”) entered into a letter of intent to acquire 100% of Zonein2, Inc., in a share exchange agreement. | v202972_8k.htm |
| 2010-10-27 | 8-K | 2010-10-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 15th, we appointed John Larkin, to our board of directors. | v200111_8k.htm |
| 2010-10-12 | 8-K | 2010-09-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 30, 2010, Greg Goldberg submitted his resignation as a Director. | v198794_8k.htm |
| 2010-09-13 | 8-K | 2010-09-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 10th, we appointed Christina Domecq, our CEO, to our board of directors. | v196505_8k.htm |
| 2010-08-11 | 8-K | 2010-08-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 4, 2010, Jonathan Kossmann submitted his resignation as President—Phreadz division. | v193393_8k.htm |
| 2010-07-29 | 8-K | 2010-07-16 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 On July 16, 2010, we entered into a Unit Purchase Agreements with 13 accredited investors pursuant to which the Purchasers purchased 14 Units at a Purchase Price of $27,000 per Unit for an aggregate purchase price of $378,000. | v191772_8k.htm |
| 2010-07-07 | 8-K | 2010-07-06 | 8.01 Other Events | v190110_8k.htm | |
| 2010-07-02 | 8-K | 2010-05-31 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 3.02 On May 31, 2010, we entered into a Unit Purchase Agreements with nine (9) accredited investors pursuant to which Purchasers purchased 33.0425 Units at a Purchase Price of $27,000 per Unit for an aggregate purchase price of $892,147.34. 5.02 On June 15, 2010, our board of directors appointed Christine Domecq to serve as our chief executive officer. 5.03 On June 16, 2010, we filed an amendment to our certificate of incorporation with the Nevada Secretary of State to change our name to “Phreadz, Inc.” This amendment was unanimously approved by our board of directors and by a majority of our stockholders by written consent. | v189750_8k.htm |
| 2010-06-10 | 8-K | 2010-06-08 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 On June 8, 2010, we entered into a Unit Purchase Agreement with a single accredited investor pursuant to which the Purchaser purchased 7.4074 Units at a Purchase Price of $27,000 per Unit for an aggregate purchase price of $200,000. | v187863_8k.htm |
| 2010-05-26 | 8-K | 2010-05-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 On May 20, 2010, we entered into a Unit Purchase Agreement with a single accredited investor pursuant to which the Purchaser purchased 10.74074 Units at a Purchase Price of $27,000 per Unit for an aggregate purchase price of $290,000. | v186614_8k.htm |
| 2010-04-27 | 8-K | 2010-04-21 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreements. 2.01 · in exchange for 100% of the issued and outstanding membership interests of UDM, we issued to the holders of the UDM membership interests an aggregate of 21,659,200 shares of our common stock. 3.02 Reference is made to the disclosure set forth under the heading “Recent Sales of Unregistered Securities” in Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. 4.01 Reference is made to the disclosure set forth under the heading “Changes in and Disagreements with Accountants” in Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. 5.01 As a result of the Acquisitions, the Company experienced a change in control, with the former members of UDM and Phreadz acquiring control of the Company. 5.02 On the Closing Date, in connection with the Acquisitions, Georges Daou and Gordon Samson were appointed to the Company’s Board of Directors. 5.03 As a result of the Acquisitions described in Items 1.01 and 2.01 of this Current Report on Form 8-K, on the Closing Date, we adopted the fiscal year end of Phreadz and UDM, thereby changing our fiscal year end from November 30 to May 31. 5.06 Pursuant to the Acquisitions disclosed in Items 1.01 and 2.01 of this Current Report on Form 8-K, the Company ceased being a shell company as of the Closing Date. | v182037_8k.htm |
| 2008-07-18 | 8-K | 2008-07-14 | 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 | v120273_8k.htm | |
| 2008-01-09 | 8-K | 2008-01-03 | 4.01 Changes in Registrant's Certifying Accountant | atwood8kfor010308.htm |