HIPCRICKET, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2011-12-29: Form 8-K; Period of report 2011-12-22; Description 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; Details 4.02.
- 2011-12-07: Form 8-K; Period of report 2011-12-06; Description 8.01 Other Events; Details 8.01.
- 2011-12-06: Form 8-K; Period of report 2011-11-30; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2011-11-17: Form 8-K; Period of report 2011-11-17; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2011-12-29 | 8-K | 2011-12-22 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On December 22, 2011, the Company concluded that previously issued financial statements should no longer be relied upon because of two errors within the financial statements. | a11-32450_18k.htm |
| 2011-12-07 | 8-K | 2011-12-06 | 8.01 Other Events | 8.01 On December 6, 2011, Augme Technologies, Inc. issued a press release announcing the results of its operations for the third quarter ended November 30, 2011. | a11-31112_38k.htm |
| 2011-12-06 | 8-K | 2011-11-30 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On November 30, 2011, we dismissed Freedman & Goldberg, CPAs P.C. (“Freedman & Goldberg”) as our independent auditors. | a11-31112_18k.htm |
| 2011-11-17 | 8-K | 2011-11-17 | 8.01 Other Events | 8.01 On November 17, 2011, Augme Technologies, Inc. issued a press release announcing the closing of a public offering of common stock. | a11-29953_18k.htm |
| 2011-11-16 | 8-K | 2011-11-15 | 8.01 Other Events | a11-29989_18k.htm | |
| 2011-11-10 | 8-K | 2011-11-10 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On November 10, 2011, Augme Technologies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Northland Securities, Inc. acting severally on behalf of itself and the underwriters named in Schedule I thereto (the “Underwriters”), relating to the underwritten registered offering (the “Offering”) of 9,400,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) at an offering price to the public of $2.15 per Share (the “Offering Price”). 8.01 On November 10, 2011, the Company issued a press release announcing the pricing of the Offering. | a11-29554_18k.htm |
| 2011-11-04 | 8-K | 2011-11-01 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On November 1, 2011 the Company held its annual meeting of stockholders. | a11-29302_28k.htm |
| 2011-11-04 | 8-K | 2011-10-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 31, 2011 David Reese resigned as a director of Augme Technologies, Inc. (the “Company”). | a11-29302_18k.htm |
| 2011-10-17 | 8-K | 2011-10-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a11-28134_18k.htm |
| 2011-10-07 | 8-K | 2011-10-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 7, 2011, Edward Jordan resigned as an officer and employee of Augme Technologies, Inc. to pursue other career opportunities. | a11-27731_18k.htm |
| 2011-10-06 | 8-K | 2011-10-04 | 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 | 1.01 On October 4, 2011 the Board of Directors of Augme Technologies, Inc. (the “Company”) authorized the Company to enter into an Indemnification Agreement with each of its directors, the former director named in Item 5.02 hereof and certain executive officers. 5.02 On October 4, 2011 Shelly Meyers resigned as a director of the Company. | a11-27678_18k.htm |
| 2011-09-13 | 8-K | 2011-09-07 | 2.02 Results of Operations and Financial Condition | 2.02 On September 7, 2011, Augme Technologies, Inc. (the “Company”) issued a press release announcing its operating results for the quarter ended August 31, 2011. | a11-26379_18k.htm |
| 2011-08-31 | 8-K | 2011-08-25 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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 Events | 1.01 On August 25, 2011, Augme Technologies, Inc. (“Augme”) and Hipcricket, Inc. (“Hipcricket”) entered into an Amended and Restated Asset Purchase Agreement (the “Amended Agreement”), which amends and restates in its entirety the Asset Purchase Agreement, dated as of August 3, 2011, between Augme and Hipcricket (the “Original Agreement”). 2.01 On August 25, 2011 (the “Closing Date”), Augme completed its acquisition of substantially all of the assets of Hipcricket pursuant to the Amended Agreement. 2.03 On August 25, 2011, pursuant to the Amended Agreement, Augme issued an unsecured promissory note to Hipcricket in the principal amount of $1,000,000, due and payable upon the earlier of December 30, 2011 and within five business days following the consummation by Augme of an equity or equity-linked financing with gross proceeds to Augme of at least $7,000,000 (the “Note”). 3.02 In conjunction with the acquisition of assets pursuant to the Amended Agreement, Augme relied on Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S under the Securities Act, for the offering of the Shares inasmuch as the Hipcricket stockholders consist of non-U.S. persons and fewer than 35 non-accredited U.S. persons (as the term “U.S. person” is defined in Rule 902 of Regulation S). 5.02 Effective upon the Closing Date, Augme’s board of directors appointed Hipcricket’s founder and Chief Executive Officer, Ivan Braiker, age 60, as Augme’s President and a director, and appointed Eric Harber, age 45, Hipcricket’s President and Chief Operating Officer, as Augme’s Chief Operating Officer. 8.01 On August 30, 2011, Augme issued a press release announcing the closing of the transactions contemplated by the Amended Agreement. | a11-25065_28k.htm |
| 2011-08-24 | 8-K | 2011-08-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 On July 26, 2011 Augme Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K disclosing that the Company had entered into an employment agreement with Edward Jordan, pursuant to which Mr. Jordan accepted employment as the Company’s Chief Financial Officer. | a11-24887_18k.htm |
| 2011-08-04 | 8-K | 2011-08-03 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On August 3, 2011 (the “Signing Date”), Augme Technologies, Inc. (“Augme”) entered into an Asset Purchase Agreement (the “Agreement”) with Hipcricket, Inc., a Delaware corporation (“Hipcricket”), pursuant to which Augme agreed to acquire substantially all of the assets of Hipcricket that are related to, used in connection with, or that form a part of Hipcricket’s business (the “Assets”), and assume certain specified liabilities of Hipcricket (the “Specified Assumed Liabilities”) to be determined at the time of the closing of the Agreement (the Closing”). 8.01 On August 4, 2011 Augme issued a press release announcing the execution of the Agreement, a copy of which is attached as an exhibit to this Current Report. | a11-23832_18k.htm |
| 2011-07-27 | 8-K/A | 2011-07-20 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On July 20, 2011 (the “Signing Date”), Augme Technologies, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with JagTag, Inc., a Delaware corporation (“JagTag”), pursuant to which the Company agreed to acquire substantially all of the assets of JagTag (the “Assets”) that are related to, used in connection with, or that form a part of JagTag’s business, and assume certain liabilities, including accounts payable, of JagTag (the “Assumed Liabilities”). 8.01 On July 20, 2011 the Company issued a press release announcing the execution of the Agreement, a copy of which is attached as an exhibit to this Current Report. | a11-22431_18ka.htm |
| 2011-07-26 | 8-K | 2011-07-22 | 2.01 Completion of Acquisition or Disposition of Assets; 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 | 2.01 On July 22, 2011 (the “Closing Date”), Augme Technologies, Inc. (“Augme”) completed its acquisition of substantially all of the assets of JagTag, Inc. (“JagTag:”) pursuant to the Asset Purchase Agreement, dated July 20, 2011, between Augme and JagTag, as described under Item 1.01 of Augme’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2011 and attached as an exhibit to that Current Report (the “Purchase Agreement”). 3.02 In conjunction with the acquisition of assets pursuant to the Purchase Agreement, Augme is to issue the Shares directly to the JagTag Equityholders. 5.02 Effective upon the closing of the Purchase Agreement on July 15, 2011 (the “Closing”), Augme’s board of directors appointed JagTag’s Chief Executive Officer, Edward Jordan, age 50, as Augme’s Chief Financial Officer. 8.01 On July 25, 2011, Augme issued a press release announcing the closing of the transactions contemplated by the Purchase Agreement. | a11-21821_18k.htm |
| 2011-07-20 | 8-K | 2011-07-20 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On July 20, 2011 (the “Signing Date”), Augme Technologies, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with JagTag, Inc., a Delaware corporation (“JagTag”), pursuant to which the Company agreed to acquire substantially all of the assets of JagTag (the “Assets”) that are related to, used in connection with, or that form a part of JagTag’s business, and assume certain liabilities, including accounts payable, of JagTag (the “Assumed Liabilities”). 8.01 On July 20, 2011 the Company issued a press release announcing the execution of the Agreement, a copy of which is attached as an exhibit to this Current Report. | a11-20431_18k.htm |
| 2011-07-13 | 8-K | 2011-07-13 | 8.01 Other Events | 8.01 On July 13, 2011, Augme Technologies, Inc. issued a press release announcing the results of its operations for the first quarter ended May 31, 2011. | a11-18341_18k.htm |
| 2011-07-01 | 8-K | 2011-06-28 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 The shareholders of Augme Technologies, Inc. (the “Company”) pursuant to a written consent dated June 28, 2011 approved an amendment to Article Four of the Company’s Certificate of Incorporation (the “Articles”) to increase the authorized number of shares of the Company’s common stock from 100,000,000 to 250,000,000. 5.07 To the extent required by Item 5.07 of Form 8-K, the information contained in Items 5.03 of the Current Report is incorporated by reference in this Item 5.07. | augme8k062811.htm |
| 2011-06-28 | 8-K/A | 2010-08-30 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On August 30, 2010, we dismissed MaloneBailey, LLP (“MaloneBailey”) as our independent auditors. | augme8ka083010.htm |
| 2011-05-19 | 8-K/A | 2011-05-16 | 2.02 Results of Operations and Financial Condition | 2.02 On May 16, 2011 we issued a press release announcing our results of operations for the fourth quarter and full fiscal year ended February 28, 2011. | augme8ka051611.htm |
| 2011-05-18 | 8-K | 2011-05-16 | 2.02 Results of Operations and Financial Condition | 2.02 On May 16, 2011 we issued a press release announcing our results of operations for the fourth quarter and full fiscal year ended February 28, 2011. | augme8k051611.htm |
| 2011-02-15 | 8-K | 2011-02-14 | 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 As more fully described in Item 1.01 above, in connection with the financing transaction described in Item 1.01 above, we issued an aggregate 2,769,772 shares of our common stock and warrants to purchase an aggregate 692,443 shares of our common stock for a total purchase price of $9,001,759. | augme8k021411.htm |
| 2011-01-11 | 8-K | 2011-01-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 4, 2011, David Reese was elected as a director effective January 10, 2010. | augme8k011011reese.htm |
| 2011-01-11 | 8-K | 2011-01-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 4, 2011, Don Stout was elected as a director effective January 10, 2010. | augme8k011011.htm |