Infinity Augmented Reality, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-11-06: Form 8-K; Period of report 2015-11-06; Description 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events; Details 3.03.
- 2015-09-10: Form 8-K; Period of report 2015-09-06; Description 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 3.02.
- 2015-08-10: Form 8-K; Period of report 2015-08-05; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2015-04-08: Form 8-K; Period of report 2015-04-06; 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.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-11-06 | 8-K | 2015-11-06 | 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 3.03 On November 5, 2015, Infinity Augmented Reality, Inc., a Nevada corporation (the “Company”) filed amendments to its Certificate of Incorporation, as amended (the “Certificate of Incorporation”) that (i) effectuated a 1-for-101 reverse stock split (the “Reverse Stock Split”) of its outstanding shares of common stock, $0.00001 par value per share (the “Common Stock”), whereby each 101 shares of the Company’s Common Stock outstanding immediately prior to the Reverse Stock Split was converted into one share of post-Reverse Stock Split Common Stock, except that shares of Common Stock held by shareholders of record owning fewer than 101 shares of Common Stock immediately prior to the Reverse Stock Split were converted into the right to receive a cash payment of $0.15 for each share of Common Stock held by such shareholder immediately before the Reverse Stock Split and (ii) immediately following the Reverse Stock Split, effectuated a 101-for-1 forward stock split, whereby each share of post-Reverse Stock Split Common Stock was converted into one hundred one (101) shares of Common Stock (the “Forward Stock Split” and, together with the Reverse Stock Split, the “Reverse/Forward Split”). 8.01 The information included in Item 3.03 of this Form 8-K is hereby incorporated by reference into this Item 8.01. | f8k110615_infinityaugmented.htm |
| 2015-09-10 | 8-K | 2015-09-06 | 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.02 As previously reported on Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 2, 2015 (the “February 2015 8-K”), Infinity Augmented Reality, Inc. (the “Company” or “we”) and the following stockholders have entered into that certain Master Agreement: Credit Strategies LLC, Platinum Partners Value Arbitrage Fund L.P., ALS Capital Ventures LLC (“ALS”), SBO Trust U/A/D 4/13/10, MJSYRL Inc., CS Master Holdings LLC, Moshe Oratz, and Singulariteam Fund LP (f/k/a Genesis Angels Fund LP). 5.03 The information included in Item 3.02 of this Form 8-K is hereby incorporated by reference into this Item 5.03. | f8k090615_infinityaug.htm |
| 2015-08-10 | 8-K | 2015-08-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On August 5, 2015, Infinity Augmented Reality, Inc. (the “Company” or “we”) held a special meeting of its stockholders (“Special Meeting”). | f8k080515_infinityaugmen.htm |
| 2015-04-08 | 8-K | 2015-04-06 | 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 On April 6, 2015, Infinity Augmented Reality, Inc. (the “Company” or “we”) entered into a definitive agreement (the “Agreement”) relating to a private placement (the “Private Placement”), initially, of $1,250,000 in principal amount of the Company’s convertible notes (the “Notes”) to Singulariteam Fund L.P. (f/k/a Genesis Angels Fund, LP) (“Singulariteam”), Platinum Partners Value Arbitrage Fund, LP, both existing stockholders of the Company, and Sun Corporation of Japan (collectively, the “Investors”). 2.03 The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03. 3.02 The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02. | f8k040615_infinityaugment.htm |
| 2015-02-05 | 8-K | 2015-02-02 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 3.02 The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02. 5.03 The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 5.03. | f8k020215_infinityaugment.htm |
| 2015-01-27 | 8-K | 2015-01-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 26, 2015, Mr. Yuval Rabin resigned from his positions as member of the Board of Directors of Infinity Augmented Reality, Inc. (the “Company”), effective immediately. | f8k012615_infinityaugmented.htm |
| 2014-07-29 | 8-K | 2014-07-29 | 4.01 Changes in Registrant's Certifying Accountant; 8.01 Other Events | 4.01 Effective as of July 23, 2014, Infinity Augmented Reality, Inc. (the “Company”), pursuant to the recommendation and approval of the company's Audit committee of the Company’s Board of Directors, dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm. | zk1415310.htm |
| 2014-03-31 | 8-K | 2014-03-31 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 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. 1.02 Effective March 4, 2014, and pursuant to the terms of the respective Consulting Agreements, the Company terminated the Consulting Agreements with, respectively, Agam Technologies LLC, Gili Revensary, individually and as the managing member of GiliTech, LLC, SmartEyes Technologies LLC, and XO Marketing LLC. 5.02 On March 24, 2014, the Board accepted Mr. Enon Landenberg’s resignation as Chief Executive Officer of the Company and its wholly-owned subsidiary, Infinity Augmented Reality Israel Ltd. (“IAR Israel”) effective April 1, 2014. 8.01 Pursuant to a resolution of its Board, the Company determined that it will focus its business operations primarily on the development of Augmented Reality Technology. | zk1414689.htm |
| 2014-01-21 | 8-K | 2014-01-21 | 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 On December 29, 2013, Infinity Augmented Reality, Inc. (the “Company”) entered into an agreement to purchase certain intellectual property (“IP”) from Motti Kushnir and Matan Protter. 5.02 Effective December 29, 2013, Motti Kushnir was appointed as COO of Infinity Israel. | zk1414244.htm |
| 2014-01-08 | 8-K | 2014-01-08 | 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 December 31, 2013 Joshua Yifat resigned as Treasurer and Chief Financial Officer to pursue other interests and not as a result of any disagreements with the Board or other executive officers on any matter of accounting principles or practice or financial statement disclosure. | zk1414190.htm |
| 2013-09-16 | 8-K | 2013-09-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 11, 2013, the Board of Directors (the “Board”) of Infinity Augmented Reality, Inc. (the “Company”) elected Ori Inbar as a director. | v355164_8k.htm |
| 2013-08-06 | 8-K | 2013-07-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 31, 2013, Mr. Adi Sheleg resigned from the Board of Directors of Infinity Augmented Reality, Inc. (the “Company”), effective immediately. | v351974_8k.htm |
| 2013-05-31 | 8-K | 2013-05-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 30, 2013, Mr. Avrohom Oratz presented to the Board of Directors (the “Board”) of Infinity Augmented Reality, Inc. (the “Company”) a letter of resignation whereby he resigned from his positions as President, Chief Executive Officer, Director and all other positions to which he has been assigned, regardless of whether Mr. Oratz served in such capacity, of the Company, effective immediately. | v346723_8k.htm |
| 2013-04-25 | 8-K | 2013-04-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v342453_8k.htm |
| 2013-03-12 | 8-K | 2013-03-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Effective March 6, 2013 Infinity Augmented Reality, Inc. (formerly known as Absolute Life Solutions, Inc.) (the “Company”) entered into an At-Will Employment Agreement with Helen Papagiannis pursuant to which she will serve as the Chief Innovation Officer of the Company. 8.01 On March 11, 2013, the Company issued a press release announcing the hiring of Helen Papagiannis as its Chief Innovation Officer. | v337846_8k.htm |
| 2013-03-08 | 8-K | 2013-03-08 | 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 Entry into a Material Definitive Agreement. 5.02 On March 6, 2013, the Compensation Committee of the Board of Directors of the Company unanimously adopted a resolution that Mr. Josh Yifat, the CFO and Secretary be granted 230,000 Non-Qualified Stock Options at an exercise price of $0.25 vesting on March 6, 2013 and expiring on March 7, 2018. | v337660_8k.htm |
| 2013-03-04 | 8-K | 2013-03-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v337009_8k.htm |
| 2012-11-20 | 8-K | 2012-11-15 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 8.01 Reference is made to the information reported in Item 1.01 of the Company’s Current Report on Form 8-K filed on August 2, 2012, which refers to, among other things, to certain Loans made to the Company, each of which had a Maturity Date of October 31, 2012 and each was secured by the assets of the Company. | v328774_8k.htm |
| 2012-10-25 | 8-K | 2012-10-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On October 24, 2012, the Board of Directors unanimously adopted a resolution increasing the size of the Board to five (5) members. 8.01 Certain recent developments with regard to the Company’s life settlement business are set forth in the Form 8-K filed August 2, 2012, a copy of which is incorporated herein by reference. | v326700_8k.htm |
| 2012-08-02 | 8-K | 2012-07-04 | 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; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.03 Reference is made to the discussion in Item 1.01 above, which is incorporated by reference. 3.03 Reference is made to the discussion in Item 1.01 above, which is incorporated by reference. 5.02 At its meeting on July 4, 2012, the Board accepted the resignation of Yossi Rasp as Secretary of the Company. | v319929_8k.htm |
| 2011-07-20 | 8-K | 2011-07-19 | 8.01 Other Events | 8.01 On July 19, 2011 Absolute Life Solutions, Inc. (“we”) issued a press release announcing the results of their three months and nine months ending May 31, 2011. | absolute8k071911.htm |
| 2011-04-14 | 8-K | 2011-04-14 | 5.01 Changes in Control of Registrant; 8.01 Other Events | 5.01 On April 13, 2011, the Company and CS Master Holdings, LLC, a Nevada Limited Liability Company, of which Moshe Oratz, former President and Chief Executive Officer of the Company, is the sole member and manager, executed a Voting Trust Agreement in favor of Daniel Lifschutz for the 35,037,500 shares currently held by CS Master Holdings, LLC. 8.01 On April 14, 2011 the Company issued a press release announcing the results of their three months and six months ending February 28, 2011. | absolute8k041411.htm |
| 2011-04-12 | 8-K | 2011-04-11 | 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 On April 7, 2011, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a purchaser pursuant to which we sold an aggregate of (i) 7,500 shares of our Series A 12.5% Convertible Preferred Stock (the “Series A Preferred Stock”), which shares of Preferred Stock have a stated value of $1,000 per share and are convertible into shares of our Common Stock at an initial conversion price of $1.00 per share, and (ii) warrants to purchase an aggregate of 7,500,000 shares of common stock (the “Investor Warrants”), half of which are exercisable at an initial exercise price of $2.00 per share and half of which are exercisable at an initial exercise price of $4.00 per share. 3.02 Reference is made to the disclosure set forth under Item 1.01 above of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. 5.02 Effective April 8, 2011 Moshe Oratz resigned as President, Chief Executive Officer and Director to pursue other interests. 5.03 On April 7, 2011, the Company filed a Certificate of Designations for its Series B Preferred Stock with the Nevada Secretary of State. | absolute8k041111.htm |
| 2011-01-25 | 8-K | 2011-01-24 | 8.01 Other Events | 8.01 On January 24, 2011 Absolute Life Solutions, Inc. (“we”) issued a press release announcing the results of our fiscal quarter ending November 30, 2010. | absolute8k012411.htm |
| 2011-01-11 | 8-K | 2011-01-10 | 4.01 Changes in Registrant's Certifying Accountant; 7.01 Regulation FD Disclosure | 4.01 Effective as of January 6, 2011, Absolute Life Solutions, Inc. (the “Company”), pursuant to authority of the Company’s Board of Directors dismissed Dale Matheson Carr-Hilton LaBonte LLP (“Dale Matheson”) as the Company’s independent registered public accounting firm. | absolute8k011011.htm |
| 2011-01-03 | 8-K | 2011-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On December 29, 2010, the Board elected Sy Stern, age 38 to the Board. 8.01 On December 29, 2010, the board of directors (the “Board”) of Absolute Life Solutions, Inc. (the “Company”) increased the size of the Board from three directors to four, effective immediately. | absolute8k123010.htm |
| 2010-12-15 | 8-K | 2010-12-14 | 8.01 Other Events | 8.01 On December 15, 2010 Absolute Life Solutions, Inc. (“we”) issued a press release announcing the results of their fiscal year ending August 31, 2010 The press release is furnished as an exhibit and is posted on our website (www.absolutels.com). | absolute8k121410.htm |
| 2010-11-15 | 8-K | 2010-11-15 | 8.01 Other Events | 8.01 On November 15, 2010 Absolute Life Solutions, Inc. (“we”) issued a press release announcing the initial close of $25.8 Million of a $60 Million Capital Raise . | absolute8k111510.htm |
| 2010-10-27 | 8-K | 2010-10-26 | 8.01 Other Events | 8.01 On October 26, 2010, Moshe Oratz, President & CEO of Absolute Life Solutions, Inc. granted an interview to SmallCapVoice.com. | absolute8k102610.htm |
| 2010-07-26 | 8-K | 2010-07-26 | 1.01 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 Status | 1.01 On July 21, 2010, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with a certain purchaser pursuant to which we sold an aggregate of (i) 5,000 shares of our Series A 12.5% Convertible Preferred Stock (the “Series A Preferred Stock”), which shares of Preferred Stock have a stated value of $1,000 per share and are convertible into shares of our Common Stock at an initial conversion price of $1.00 per share, and (ii) warrants to purchase an aggregate of 5,000,000 shares of common stock (the “Investor Warrants”), half of which are exercisable at an initial exercise price of $2.00 per share and half of which are exercisable at an initial exercise price of $4.00 per share, which Investor Warrants all expire on the same date, July 31, 2015. 2.01 Reference is made to Item 1.01 above, “Entry into a Material Definitive Agreement” and the contents of that section are incorporated herein, as if fully set forth under this Section 2.01. 3.02 On June 1, 2010 we entered into a consulting agreement with Coventry Consulting Group , LLC. 5.01 Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. 5.02 On February 21, 2010, Chaim Kahan resigned as President , Director, Secretary and Treasurer. 5.03 On May 20, 2010, our stockholders representing the requisite number of votes necessary to approve the name change took action via written consent, approving the change of our name to “Absolute Life Solutions, Inc.” Effective May 24, 2010, we completed a 10 for 1 forward stock split of the Company’s common stock pursuant to the Restated and Amended Articles to our Articles of Incorporation (the “Stock Split”). 5.06 Following the change in the Company’s principal line of business, the raising of funds in the Private Placement, and the commencement of operations in the life settlement line of business as described in Item 2.01 of this Current Report on Form 8-K, we believe that we are no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. | absolute8k072310.htm |
| 2010-04-19 | 8-K | 2010-04-19 | 5.01 Changes in Control of Registrant | 5.01 On January 25, 2010 , Belmont Partners, LLC (the “Seller”), the then principal stockholder of Shimmer Gold, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with YSY Enterprises, Inc. (the “Purchaser”), as purchaser. | shimmer8k041910.htm |
| 2010-01-29 | 8-K | 2010-01-22 | 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 Entry into a Material Definitive Agreement. 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. | smgn8k.htm |