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BOLDFACE GROUP, INC. Form 8-K: Current report

BOLDFACE GROUP, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2014-09-08: Form 8-K; Period of report 2014-09-03; Description 1.03 Bankruptcy or Receivership; Details 1.03.
  • 2014-08-29: Form 8-K; Period of report 2014-08-28; Description 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; Details 2.04.
  • 2014-08-29: Form 8-K; Period of report 2014-08-26; 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; 8.01 Other Events; Details 1.01.
  • 2014-08-21: Form 8-K; Period of report 2014-08-15; 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; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2014-09-088-K2014-09-031.03 Bankruptcy or Receivership1.03 On September 3, 2014, pursuant to an ex parte application by Hillair Capital Investments L.P, the Superior Court of the State of California, County of Los Angeles appointed David P. Stapleton (“Receiver”) as receiver to take possession, custody, and control of all of the assets of BOLDFACE Group, Inc., a Nevada corporation (the “Company”), subject to a hearing of an order to show cause scheduled for October 17, 2014.f8k090314_boldface.htm
2014-08-298-K2014-08-282.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement2.04 On August 28, 2014 (the “Notice Date”), BOLDFACE Group, Inc., a Nevada corporation (the “Company”), received an event of default redemption notice (the “Redemption Notice”) from Hillair Capital Investments L.P. (the “Investor”).f8k082814_boldface.htm
2014-08-298-K2014-08-261.01 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; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
8.01 On August 26, 2014, BOLDFACE Group, Inc. (the “Company”) amended the Settlement Agreement and Mutual General Release (the “Settlement Agreement”) entered into on June 2, 2014 with By Lee Tillett, Inc., whereby Hillair Capital Management, Inc. agreed to pay the full amount as outlined in the Settlement Agreement.
f8k082614_boldfacegroup.htm
2014-08-218-K2014-08-151.01 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 Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
f8k081514_boldface.htm
2014-08-148-K2014-08-081.01 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 Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
f8k080814_boldface.htm
2014-07-158-K2014-07-141.01 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 Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
3.02 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.
f8k070914_boldface.htm
2014-07-078-K2014-06-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective as of June 30, 2014, Patrick Collins, a member of the Board of Directors of BOLDFACE Group, Inc.(the “Board of Directors”), resigned as a member of the Board of Directors.f8k063014_boldfacegroup.htm
2014-06-068-K2014-06-028.01 Other Events8.01 On June 2, 2014, BOLDFACE Group, Inc. (the “Company”) entered into a Settlement Agreement and Mutual General Release to settle all disputes that existed among the Company, Boldface Licensing + Branding, By Lee Tillett, Inc., Kimsaprincess, Inc., 2Die4Kourt, Khlomoney, Inc. and such other parties named therein in connection with an action on file in the United States District Court for the Central District of California (the “Action”).f8k060214_boldface.htm
2014-05-168-K2014-05-163.03 Material Modification to Rights of Security Holders3.03 The Board of Directors of BOLDFACE Group, Inc., a Nevada corporation (the “Company”), approved a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a ratio of l00-for-1 (the “Reverse Stock Split”).f8k051614_boldfacegroup.htm
2014-05-018-K2014-04-258.01 Other Events8.01 BOLDFACE Group, Inc., Boldface Licensing + Branding, By Lee Tillett, Inc., Kimsaprincess, Inc., 2Die4Kourt, and Khlomoney, Inc., (collectively, the “Parties”), have agreed to settle all disputes that existed among them in connection with an action on file in the United States District Court for the Central District of California (the “Action”).f8k042514_boldfacegroup.htm
2014-04-028-K2014-03-271.01 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 Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
3.02 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.
f8k032714_boldfacegroupinc.htm
2014-03-278-K2014-03-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 21, 2014, Boldface Group, Inc. (the “Company”) appointed Mr. John C. LaBonty as President and Chief Executive Officer.f8k32714-boldfacegrp.htm
2013-12-178-K2013-12-118.01 Other Events8.01 On December 11, 2013, BOLDFACE Group, Inc. (“BOLDFACE”) and its wholly-owned subsidiary BOLDFACE Licensing + Branding (“BLB” and, together with BOLDFACE, the “Company”) entered into a settlement agreement and mutual general release (the “Settlement Agreement”) with Chroma Makeup Studio, LLC (“CMS”) to settle any and all claims between the Company and CMS as previously disclosed in the Company’s periodic reports.f8k121113_boldfacegroup.htm
2013-11-228-K2013-11-202.02 Results of Operations and Financial Condition2.02 On November 20, 2013, BOLDFACE Group, Inc. (the “Company”) issued a press release announcing, among other things, the Company’s financial results for the three months ended September 30, 2013.f8k112013_boldfacegroup.htm
2013-11-148-K2013-11-084.01 Changes in Registrant's Certifying Accountant4.01 On November 8, 2013 (the “Dismissal Date”), upon recommendation from the Board of Directors (the “Board of Directors”) of BOLDFACE Group, Inc. (the “Company”), the Company dismissed Friedman LLP (“Friedman”) as the Company’s independent registered public accounting firm.f8k110813_boldface.htm
2013-10-218-K2013-10-152.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.02 On October 15, 2013, BOLDFACE Group, Inc. (the “Company”) issued a press release announcing, among other things, the Company’s financial results for the three months and year ended June 30, 2013.
5.02 On October 15, 2013, Victor Azrak, a member of the Board of Directors of the Company (the “Board of Directors”), informed the Company that he would be resigning as a member of the Board of Directors effective immediately in light of time constraints imposed by other business commitments.
f8k101513_boldface.htm
2013-09-058-K2013-08-291.01 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 Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
3.02 The information set forth under Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.
f8k082913_boldfacegroup.htm
2013-08-208-K2013-08-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 14, 2013, Robert Altbach, Chairman of the Board of Boldface Group, Inc., a Nevada corporation (the “Company”), advised the Company that he will be tendering his resignation from the board at the end of the month in light of time constraints imposed by other business commitments.f8k081413_boldfacegroup.htm
2013-06-268-K2013-06-201.01 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 Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
3.02 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.
f8k062013_boldface.htm
2013-05-108-K2013-05-097.01 Regulation FD Disclosure7.01 On May 9, 2013, BOLDFACE Group, Inc. (the “Company”) changed the name of its primary cosmetics/beauty brand, which was launched in October 9, 2012, from “Khroma Beauty by Kourtney, Kim and Khloé” to “Kardashian Beauty”.f8k050913_boldface.htm
2013-04-128-K2013-04-081.01 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; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
3.02 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.
5.02 (d) Effective as of the Closing Date, the Company’s Board of Directors (the “Board”) increased its size from four to five members and elected Mr. Victor Azrak as director of the Company to fill the vacancy created by the increase in the size of the Board.
8.01 In connection with the Closing, effective as of April 8, 2013, per the suggestion of Mr. Azrak, the Company hired Mr. Frank Peticca to provide the Company with strategic planning, operational and financial management consulting services.
v341240_8k.htm
2013-04-038-K2013-03-281.01 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; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
3.02 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.
5.02 (d) On the Closing Date, the Company’s Board of Directors (the “Board”) increased its size from three to four members and elected Mr. Patrick Collins as a director of the Company to fill the vacancy created by the increase of the size of the Board.
v340442_8k.htm
2013-03-228-K2013-03-118.01 Other Events8.01 As previously reported, on November 30, 2012, BOLDFACE Group, Inc. (the “Company”) filed a complaint for a declaratory judgment in the United States District Court for the Central District of California, Western Division, against By Lee Tillett, Inc. (“Tillett”), relating to the Company’s “KHROMA BEAUTY” trademark, and on January 9, 2013, Tillett filed an answer and counterclaim against the Company and others.v339056_8k.htm
2013-02-268-K2013-02-268.01 Other Events8.01 On February 26, 2013, BOLDFACE Group, Inc. issued a press release containing an update to its shareholders regarding its financial results and highlights for its second quarter and six months ended December 31, 2012.v336212_8k.htm
2012-12-288-K2012-12-211.01 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 Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
3.02 The information set forth under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.02.
v331055_8k.htm
2012-11-288-K2012-11-211.01 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; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is hereby incorporated by reference into this Item 2.03.
5.02 (d) On November 21, 2010, the Board of Directors (the “Board”) of BGI increased its size from two to three members and elected Mr. Emil Rensing as a director of BGI to fill the vacancy created by the increase of the size of the Board.
8.01 On November 19, 2012, an action entitled Chroma Makeup Studio, LLC. vs. BOLDFACE Group, Inc. and BOLDFACE Licensing + Branding was filed in the United States District Court Central District of California, Western Division (the “Court”).
v329390_8k.htm
2012-09-258-K/A2012-07-121.01 Entry into a Material Definitive Agreement; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status1.01 On July 12, 2012, we entered into an Agreement and Plan of Merger and Reorganization with Acquisition Corp. and BLB, which we refer to in this Current Report as the “Merger Agreement”, and completed the Merger.
2.01 On July 12, 2012, which we refer to as the “Closing Date”, Pubco, BLB and Acquisition Corp. entered into the Merger Agreement and completed the Merger.
3.02 The disclosure set forth in Item 2.01 to this Current Report under the section “Recent Sales of Unregistered Securities” is incorporated into this item by reference.
5.01 As a result of the initial closing of the Offering and the Merger, we experienced a change in control, with the former stockholders of BLB effectively acquiring control of us.
5.02 The disclosure set forth in Item 2.01 to this Current Report is incorporated into this item by reference.
5.03 Prior to the closing of the Merger, on May 21, 2012, we filed our Amended and Restated Articles of Incorporation (the “Charter Amendment”) with the Nevada Secretary of State to, among other things, (i) change our name to BOLDFACE Group, Inc.; (ii) increase our authorized capitalization from 110,000,000 shares, consisting of 100,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value per share, to 310,000,000 shares, consisting of 300,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of blank check preferred stock, $0.001 par value per share; and (iii) limit the liability of our officers and directors to us, our stockholders and our creditors to the fullest extent permitted by Nevada law.
5.06 The disclosure set forth in Item 2.01 to this Current Report is incorporated into this item by reference.
v324130_8ka.htm
2012-08-238-K2012-08-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 The 2012 Options granted to Ms. Ostoya are five (5) year options to purchase shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and the 2012 Options granted to Ms. Kothary are ten (10) year options to purchase shares of the Company’s Common Stock.v322293_8k.htm
2012-08-158-K2012-08-145.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On July 12, 2012 BOLDFACE Acquisition Corp. (“Acquisition Corp.”), a wholly owned Nevada subsidiary of BOLDFACE Group, Inc., a Nevada corporation (the “Company”), merged (the “Merger”) with and into BOLDFACE Licensing + Branding, a Nevada corporation (“BLB”).v321669_8k.htm
2012-07-188-K2012-07-121.01 Entry into a Material Definitive Agreement; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status1.01 On July 12, 2012, we entered into an Agreement and Plan of Merger and Reorganization with Acquisition Corp. and BLB, which we refer to in this Current Report as the “Merger Agreement”, and completed the Merger.
2.01 On July 12, 2012, which we refer to as the “Closing Date”, Pubco, BLB and Acquisition Corp. entered into the Merger Agreement and completed the Merger.
3.02 The disclosure set forth in Item 2.01 to this Current Report under the section “Recent Sales of Unregistered Securities” is incorporated into this item by reference.
5.01 As a result of the initial closing of the Offering and the Merger, we experienced a change in control, with the former stockholders of BLB effectively acquiring control of us.
5.02 The disclosure set forth in Item 2.01 to this Current Report is incorporated into this item by reference.
5.03 Prior to the closing of the Merger, on May 21, 2012, we filed our Amended and Restated Articles of Incorporation (the “Charter Amendment”) with the Nevada Secretary of State to, among other things, (i) change our name to BOLDFACE Group, Inc.; (ii) increase our authorized capitalization from 110,000,000 shares, consisting of 100,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value per share, to 310,000,000 shares, consisting of 300,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of blank check preferred stock, $0.001 par value per share; and (iii) limit the liability of our officers and directors to us, our stockholders and our creditors to the fullest extent permitted by Nevada law.
5.06 The disclosure set forth in Item 2.01 to this Current Report is incorporated into this item by reference.
v318751_8k.htm
2012-06-048-K2012-05-313.02 Unregistered Sales of Equity Securities; 8.01 Other Events3.02 On May 31, 2012, we completed the final closing of a private placement offering of our 10% secured convertible promissory notes (the “2012 Bridge Notes”) in the aggregate principal amount of approximately $425,000.
8.01 On June 4, 2012, FINRA approved the change of our OTC Bulletin Board trading symbol from “MXCS” to “BLBK” effective the open of business on June 5, 2012.
v315195_8k.htm
2012-05-298-K2012-05-298.01 Other Events8.01 Our Board of Directors has declared a 37.9562-for-1 forward stock split on the Company’s common stock in the form of a dividend, with a record date of May 29, 2012, a payment date of May 30, 2012, an ex-dividend date of May 31, 2012, and a due bill redeemable date of June 4, 2012.v314732_8k.htm
2012-05-228-K2012-05-163.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year3.02 On May 16 and 17, 2012, we completed closings of a private placement offering of our 10% secured convertible promissory notes (the “2012 Bridge Notes”) in the aggregate principal amount of approximately $1,500,000.
5.03 On May 21, 2012, we filed our Amended and Restated Articles of Incorporation (the “Charter Amendment”) with the Nevada Secretary of State to, among other things, (i) change our name to BOLDFACE Group, Inc.; (ii) increase our authorized capitalization from 110,000,000 shares, consisting of 100,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred stock, $0.001 par value per share, to 310,000,000 shares, consisting of 300,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of blank check preferred stock, $0.001 par value per share; and (iii) limit the liability of our officers and directors to us, our stockholders and our creditors to the fullest extent permitted by Nevada law.
v314263_8k.htm
2012-05-088-K2012-05-044.01 Changes in Registrant's Certifying Accountant4.01 On May 4, 2012 we dismissed Webb & Company, P.A. (“Webb”) as our independent registered public accounting firm and appointed Friedman LLP (“Friedman”) to serve as our new independent registered public accounting firm.v312306_8k.htm
2011-11-048-K2011-08-091.01 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; 5.06 Change in Shell Company Status1.01 The description of the Bridge Notes and the Bridge Loan (each as defined below) contained in Item 5.06 below and in in Item 1.01 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011, is incorporated herein by reference.
2.03 The disclosure under Item 1.01 above relating to the Bridge Offering and the Bridge Notes is incorporated herein by reference.
3.02 The disclosure under Item 1.01 above relating to the Bridge Offering and the Bridge Notes is incorporated herein by reference.
5.06 As previously reported, on August 9, 2011, the Company had a closing of a private placement (the “Bridge Offering”) of $1,000,000 principal amount of its 8% Secured Convertible Promissory Notes (the “Bridge Notes”), and the net proceeds of the sale of the Bridge Notes was used by the Company to make a loan (the “Bridge Loan”) to Prism Corporation, an Oklahoma corporation (“Prism”), a privately held company active in the oil, gas and energy business in several states of the southern and western United States.
v239147_8-k.htm
2011-08-128-K2011-08-091.01 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 Securities1.01 Entry into a Material Definitive Agreement.
2.03 The disclosure under Item 1.01 above relating to the Bridge Offering and the Bridge Notes is incorporated herein by reference.
3.02 The disclosure under Item 1.01 above relating to the Bridge Offering and the Notes is incorporated herein by reference.
v231751_8-k.htm
2011-08-108-K2011-08-013.02 Unregistered Sales of Equity Securities3.02 On August 1, 2011, we completed the initial closing (the “Closing”) of a private placement (the “Offering”) of a total $59,700 principal amount of our eighteen (18) month 10% Convertible Notes (the “Notes”).v231547_8k.htm