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NDIVISION INC. Form 8-K: Current report

NDIVISION INC. Form 8-K: Current report

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

  • 2022-06-17: Form 8-K; Period of report 2022-06-17; Description 1.03 Bankruptcy or Receivership; Details 1.03.
  • 2022-05-10: Form 8-K; Period of report 2022-05-04; 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; 3.03 Material Modification to Rights of Security Holders; Details 1.01.
  • 2022-05-03: Form 8-K; Period of report 2022-04-29; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2022-03-03: Form 8-K; Period of report 2022-02-25; 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; 3.03 Material Modification to Rights of Security Holders; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2022-06-178-K2022-06-171.03 Bankruptcy or Receivership1.03 On June 17, 2022 (the “Petition Date”), nDivision Inc., a Nevada corporation (the “Company”) and its wholly-owned subsidiary, nDivision Services Inc., a Texas corporation (the “Subsidiary,” and collectively with the Company, the “Debtors”) , filed their voluntary petitions for relief under Chapter 7 of the United States Code in the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division (Cases No. 22-31062-7 and No. 22-31063-7, respectively).ndvn_8k.htm
2022-05-108-K2022-05-041.01 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; 3.03 Material Modification to Rights of Security Holders1.01 Entry into a Material Definitive Agreement.
2.03 To the extent required by this Item 2.03, the disclosure set forth in Item 1.01 above is incorporated herein by reference.
3.02 To the extent required by this Item 3.02, the disclosure set forth in Item 1.01 above is incorporated herein by reference.
3.03 To the extent required by this Item 3.03, the disclosure set forth in Item 1.01 above is incorporated herein by reference.
ndvn_8k.htm
2022-05-038-K2022-04-295.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 29, 2022 (the “Effective Date”), nDivision Inc., a Nevada corporation (the “Company”), appointed John Tittle, Jr. as fractional Chief Financial Officer (“CFO) of the Company.ndvn_8k.htm
2022-03-038-K2022-02-251.01 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; 3.03 Material Modification to Rights of Security Holders1.01 Entry into a Material Definitive Agreement.
2.03 The information contained in Item 1.01 is incorporated herein by reference.
3.02 The information contained in Item 1.01 is incorporated herein by reference.
3.03 The information contained in Item 1.01 is incorporated herein by reference.
ndvn_8k.htm
2021-12-278-K2021-12-201.01 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 Securities; 3.03 Material Modification to Rights of Security Holders1.01 Entry into a Material Definitive Agreement.
2.03 The information contained in Item 1.01 is incorporated herein by reference.
3.02 The information contained in Item 1.01 is incorporated herein by reference.
3.03 The information contained in Item 1.01 is incorporated herein by reference.
ndvn_8k.htm
2021-12-098-K2021-12-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 6, 2021, Michael Beavers resigned as Chief Commercial Officer of nDivision Inc. effective as of December 9, 2021.ndvn_8k.htm
2021-10-268-K2021-10-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 25, 2021, the board of directors (the “Board”) of nDivision Inc. (the “Company”) appointed Mr. Laurence King to serve as a member of the Board of the Company.ndvn_8k.htm
2021-10-148-K2021-10-115.07 Submission of Matters to a Vote of Security Holders5.07 On October 11, 2021, nDivision Inc. (the “Company”) held its 2021 Annual Meeting of stockholders (the “Annual Meeting”).ndvn_8k.htm
2021-10-048-K2021-09-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 20, 2021, one of our directors, John Gould, provided notice that he was resigning from his role as a member of our board of directors, effective September 20, 2021, which was not due to any disagreement between Mr. Gould, or the Company.ndvn_8k.htm
2021-08-168-K2021-08-115.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 11, 2021, the board of directors (the “Board”) of nDivision Inc. (the “Company”) appointed Lisa McLin and Kelly Hopping as members of the Board of the Company.ndvn_8k.htm
2021-08-048-K2021-08-045.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 2, 2021, the Board of Directors (the “Board”) of nDivision Inc. (the “Company”) accepted the resignation of Lane Sorgen, the Chief Revenue officer of the Company.ndvn_8k.htm
2021-06-168-K2021-06-115.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On June 10, 2021, the Nominating Committee of nDivision Inc. (the “Company”) recommended the appointment of Susan Conner to serve as a member of the Company's Board of Directors (the "Board").ndvn_8k.htm
2021-05-218-K2021-05-217.01 Regulation FD Disclosure7.01 The Company will begin investor presentations commencing May 24, 2021 to inform investors of nDivision Inc.’s intention to pursue new routes to market to grow recurring revenue related to its various services, through a number of large-scale strategic partnerships and will be using the presentation Exhibit 99.1.ndvn_8k.htm
2021-05-208-K2021-05-185.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 18, 2021, nDivision Inc. (the “Company”) accepted the resignation of Mr. Phillip Keith Morrow from all positions held with the Company, including his position as a member of the Company’s board of directors.ndvn_8k.htm
2021-05-178-K2021-05-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 14, 2021, nDivision Inc. (the “Company”) accepted the resignation of Mr. Sean McIlrath from all positions held with the Company, including his position as a member of the Company’s board of directors.ndvn_8k.htm
2021-05-118-K2021-05-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 5, 2021, the Company amended and restated its 2018 Equity Incentive Plan (the "Plan") in order to increase the amount of shares that may be issued under the Plan.ndvn_8k.htm
2021-04-138-K2021-04-137.01 Regulation FD Disclosure7.01 On April 13, 2021, nDivision Inc., a Nevada corporation (the “Company”) (OTC: NDVN) a leader in providing cloud-based IT management services using proprietary Intelligent Automation to replace human labor, announced today that it will be fulfilling the services for a three-year 6 million dollar Infrastructure Managed Services and Managed End User Helpdesk contract which its $90bn Fortune 50 strategic partner recently won.ndvn_8k.htm
2021-03-198-K2021-03-197.01 Regulation FD Disclosure7.01 The Company will begin investor presentations the week of March 22, 2021 to inform investors of nDivision, Inc. and will be using the presentation in Exhibit 99.1.ndvn_8k.htm
2020-12-088-K2020-12-087.01 Regulation FD Disclosure7.01 The Company will begin investor presentation the week of December 7, 2020 to inform investors of nDivision, Inc. and will be using the presentation Exhibit 99.1.ndvn_10q.htm
2020-10-158-K2020-10-135.07 Submission of Matters to a Vote of Security Holders5.07 On October 13, 2020, nDivision Inc. (the “Company”) held its 2020 Annual Meeting of stockholders (the “Annual Meeting”).ndvn_8k.htm
2020-09-298-K2020-09-242.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities2.03 On September 24, 2020, nDivision Inc., a Nevada corporation (the "Company"), began selling up to Two Million Dollars ($2,000,000) worth of convertible promissory notes (each, a "Note", and collectively, the "Notes") to accredited investors only.
3.02 The information provided in Item 2.03 is incorporated herein by reference.
ndvn_8k.htm
2020-09-288-K2020-09-287.01 Regulation FD Disclosure7.01 The Company will begin investor presentations the week of September 28, 2020 to inform investors of nDivision Inc. and will use the presentation in Exhibit 99.1.ndvn_8k.htm
2020-09-088-K2020-09-087.01 Regulation FD Disclosure7.01 The Company presented at the LD Micro 500 on September 4, 2020.ndvn_8k.htm
2020-09-048-K2020-09-045.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 1, 2020, the Board of Directors (the “Board”) of nDivision Inc. (the “Company”) appointed Lane Sorgen as the Chief Revenue Officer of the Company.ndvn_8k.htm
2020-08-198-K2020-08-182.02 Results of Operations and Financial Condition2.02 On August 18, 2020, nDivision Inc., a Nevada corporation (the “Company”) (OTC: NDVN) issued a press release announcing its financial results for the six months ended June 30, 2020.ndvn_8k.htm
2020-05-058-K2020-05-041.01 Entry into a Material Definitive Agreement1.01 On April 23, 2020, nDivision Inc. (“the Company”), applied for a loan (the “Loan”) from Amegy Bank (the “Lender”) in the aggregate amount of $710,500 pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and that loan was approved on May 2, 2020.ndvn_8k.htm
2020-04-078-K2020-04-072.02 Results of Operations and Financial Condition2.02 On April 1, 2020, nDivision Inc., a Nevada corporation (the “Company”) (OTC: NDVN) issued a press release announcing its financial results for the year ended December 31, 2019.ndvn_8k.htm
2019-10-258-K2019-10-225.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 7.01 Regulation FD Disclosure5.03 Pursuant to a unanimous board of directors written consent, on October 22, 2019, the bylaws of the Company were amended and restated in their entirety.
5.05 Pursuant to the board consent on October 22, 2019, the Company amended and restated, in their entirety, the Company’s Whistleblower Policy and Code of Business Conduct.
7.01 Pursuant to the unanimous written consents of the Company’s respective committees and board of directors, on October 22, 2019, the Company amended and restated, in their entirety, the Company’s Audit Committee Charter, Compensation Committee Charter and Nomination and Governance Committee Charter.
nvdn_8k.htm
2019-10-218-K2019-10-183.02 Unregistered Sales of Equity Securities3.02 On October 10, 2019 nDivision Inc. (the "Company") filed a Form D, notice of exempt offering of securities, with the Securities and Exchange Commission related to sales of the Company's common stock in an aggregate amount of up to $500,000.nvdn_8k.htm
2019-10-168-K2019-10-155.07 Submission of Matters to a Vote of Security Holders5.07 On October 15, 2019, nDivision, Inc. (the “Company”) held its 2019 Annual Meeting of stockholders (the “Annual Meeting”).nvdn_8k.htm
2019-08-128-K2019-08-122.02 Results of Operations and Financial Condition2.02 On August 9, 2019, nDivision Inc., a Nevada corporation (the “Company”) (OTC: NDVN) issued a press release announcing its financial results for the second quarter ended June 30, 2019.ndiv_8k.htm
2019-05-238-K2019-05-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 22, 2019, the Board of Directors (the “Board”) of nDivision Inc. (the “Company”) appointed Philip Keith Morrow as a director of the Company.ndiv8k_5222019.htm
2019-05-208-K/A2019-05-162.02 Results of Operations and Financial Condition2.02 On May 16, 2019, nDivision Inc., a Nevada corporation (the “Company”) (OTC: NDVN) issued a press release announcing its financial results for the first quarter ended March 31, 2019.ndiv8ka_5202019.htm
2019-05-178-K2019-05-162.02 Results of Operations and Financial Condition2.02 On May 16, 2019, nDivision Inc., a Nevada corporation (the “Company”) (OTC: NDVN) issued a press release announcing its financial results for the first quarter ended March 31, 2019.ndiv8k_5172019.htm
2019-04-228-K2019-04-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 19, 2019, nDivision Inc. (the “Company”) the Board of Directors (the “Board”) of the Company accepted Mr. Cagan’s and Mr. Gordon’s resignations as Board members, effective April 19, 2019.ndiv8k_4222019.htm
2019-04-038-K2019-04-037.01 Regulation FD Disclosure7.01 On April 3, 2019, nDivision Inc., a Nevada corporation (the “Company”) (OTC: NDVN) submitted a Company presentation to be presented at a Technology conference by Alan Hixon, Chief Executive Officer.ndiv8k_432019.htm
2019-04-028-K2019-04-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 1, 2019, nDivision Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company accepted Mr. Wiggins resignation as a member of the Board, effective April 1, 2019 and appointed Mr. Norstrud, the current Chief Financial Officer of the Company, as a member of the Board to replace Mr. Wiggins, effective April 1, 2019.ndiv8k_422019.htm
2019-03-158-K2019-03-157.01 Regulation FD Disclosure7.01 On March 15, 2019, nDivision Inc., a Nevada corporation (the “Company”) (OTC: NDVN) has submitted the Company profile for a presentation at a Technology conference by Alan Hixon, Chief Executive Officer.ndiv8k_3152019.htm
2019-03-088-K2019-03-067.01 Regulation FD Disclosure7.01 On March 6, 2019, nDivision Inc., a Nevada corporation (the “Company”) (OTC: NDVN) the experts in increasing IT’s value by replacing human labor with “digital labor,” has launched an executive advisory board to assist in implementing nDivision’s long-term growth strategies.ndiv8k_372019.htm
2019-01-168-K2019-01-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 10, 2019, the board of directors (the "Board") of the Company appointed Andrew Norstrud to serve as the Company's Chief Financial Officer and removed the title and responsibilities of Alan Hixon as Chief Financial Officer.ndiv8k_1152019.htm
2018-12-078-K2018-12-067.01 Regulation FD Disclosure7.01 On December 6, 2018, nDivision Inc., a Nevada corporation (the “Company”) (OTC: NDVN) announced the executed agreement for an Automation and Managed Service Agreement with a non-affiliated third party, whereby the Company will provide its software application and services in exchange for monthly fees.ndic8k_1272018.htm
2018-04-308-K/A2018-02-132.01 Completion of Acquisition or Disposition of Assets; 4.01 Changes in Registrant's Certifying Accountant; 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 Year2.01 The information set forth in Item 2.01 of the Current Report on Form 8-K filed by the Registrant on February 14, 2018 is incorporated herein by reference.
4.01 On April 30, 2018, the Company dismissed MaloneBailey, LLP ("MaloneBailey") as its independent registered accounting firm and engaged Friedman LLP as its new independent registered accounting firm.
5.02 On April 27, 2018, the board of directors (the "Board") of the Company and Andrew Norstrud as Chief Financial Officer have mutually agreed to terminate Mr. Norstrud's services as Chief Financial Officer, and appointed Alan Hixon to serve as the Company's Chief Financial Officer.
5.03 On April 30, 2018, the board of directors (the "Board") of the Company chose to change the Company's fiscal year end to December 31st.
ndiv8ka_4302018.htm
2018-03-308-K2018-03-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 14, 2018, the board of directors (the "Board") of the Company removed Alan Hixon as Chief Financial Officer, and appointed Andrew Norstrud to serve as the Company's Chief Financial Officer.ndivcfo_3282018.htm
2018-03-028-K2018-02-261.01 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 Securities1.01 On February 26, 2018, nDivision, Inc., a Texas corporation ("nDivision"), which is a wholly owned subsidiary of Go2Green Landscaping, Inc., a Nevada corporation (the "Company") executed an Asset Purchase Agreement (the "Agreement") with Gamwell Technologies, Inc., a Texas corporation ("Gamwell").
2.01 The disclosures in Item 1.01 are hereby incorporated by reference into this Item 2.01.
2.03 The disclosures in Item 1.01 are hereby incorporated by reference into this Item 2.03.
3.02 The disclosures in Item 1.01 are hereby incorporated by reference into this Item 3.02.
ndiv8k_2272018.htm
2018-02-168-K2018-02-135.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 13, 2018, the Company adopted the 2018 Equity Incentive Plan (the "2018 Plan").ndiv8k_2152018.htm
2018-02-148-K2018-02-121.01 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 Officers1.01 On February 13, 2018, Go2Green Landscaping, Inc., a Nevada corporation (the "Registrant") executed an Agreement and Plan of Merger (the "Merger Agreement") with nDivision Inc., a Texas corporation ("nDivision"), and NDI Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Registrant ("Acquisition") whereby Acquisition will be merged with and into nDivision (the "Merger") in consideration for Twenty Seven Million Five Hundred Thousand (27,500,000) newly-issued shares of Common Stock of the Company (the "Merger Shares"). nDivision provides managed services, consisting of the remote management of datacenter equipment, systems and networks, as well as end user help desk services, consisting of the remote support of computer users, to domestic and international customers.
2.01 The disclosures in Item 1.01 are hereby incorporated by reference into this Item 2.01.
3.02 The disclosures in Item 1.01 are hereby incorporated by reference into this Item 3.02.
5.01 The disclosures set forth in Item 1.01 are hereby incorporated by reference into this Item 5.01.
5.02 The disclosures set forth in Item 1.01 are hereby incorporated by reference into this Item 5.02.
ndiv8k_2122018.htm
2017-03-228-K2017-03-208.01 Other Events8.01 On July 8, 2016, our company filed a Prospectus as part of our Registration Statement on Form S-1 which registered a total of 8,700,000 shares of our common stock at $0.02 per share, 3,700,000 of which were offered by selling shareholders, and 5,000,000 of which were offered by our company.go2green_8k.htm