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PFO Global, Inc. Form 8-K: Current report

PFO Global, Inc. Form 8-K: Current report

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

  • 2017-04-13: Form 8-K; Period of report 2017-02-06; 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; 8.01 Other Events; Details 1.01.
  • 2017-02-21: Form 8-K; Period of report 2017-02-14; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2017-02-06: Form 8-K; Period of report 2017-01-31; Description 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; Details 1.03.
  • 2016-12-21: Form 8-K; Period of report 2016-12-07; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2017-04-138-K2017-02-061.01 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 As previously reported, on January 31, 2017, PFO Global, Inc. and its wholly owned subsidiaries (“PFO” or the “Company”), filed for reorganization under Chapter 11, U.S.C. Section 101, et. seq.
2.03 The information set forth in Item 1.01 above is incorporated herein by reference.
8.01 On March 15, 2017 the Bankruptcy Court entered an order authorizing PFO to establish bid procedures for the sale of all or substantially all of its assets pursuant to 11 U.S.C. Sec. 363 of the United States Bankruptcy Code.
pfog20170412_8k.htm
2017-02-218-K2017-02-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) On February 14, 2017, Messrs.pfog20170221_8k.htm
2017-02-068-K2017-01-311.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement1.03 On January 31, 2017, PFO Global, Inc. and its wholly owned subsidiaries (“PFO” or the “Company”), filed for reorganization under Chapter 11, U.S.C. Section 101, et. seq.
2.04 The filing of the Chapter 11 Case described in Item 1.03 above constitutes an event of default that accelerated the Debtor’s obligations under the following agreements (collectively, the “Debt Documents”).
pfog20170206_8k.htm
2016-12-218-K2016-12-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 7, 2016, Mahesh Shetty, the Chief Financial Officer of PFO Global, Inc. (the “Company”), submitted notice of his resignation as Chief Financial Officer of the Company, effective as of the close of business on December 7, 2016.pfog20161221_8k.htm
2016-10-218-K2016-10-171.01 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; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described in Item 1.01 of this Current Report on Form 8-K, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture, which is convertible into shares of common stock.
7.01 The information furnished pursuant to Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
pfog20161021_8k.htm
2016-10-148-K2016-10-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 10, 2016, Brigitte Rousseau, the former chief financial officer of PFO Global, Inc. (the “Company”), entered into a consulting agreement with the Company (the “Consulting Agreement”).pfog20161014_8k.htm
2016-09-218-K2016-09-151.01 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 Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described in Item 1.01 of this Current Report on Form 8-K, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture, which is convertible into shares of Common Stock.
7.01 The information furnished pursuant to Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
pfog20160919_8k.htm
2016-09-168-K2016-08-315.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 31, 2016, Brigitte Rousseau was terminated from her position as Chief Financial Officer of PFO Global, Inc. (the “Company”).pfog20160916_8k.htm
2016-08-198-K2016-08-161.01 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; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described in Item 1.01 of this Current Report on Form 8-K, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture.
7.01 The information furnished pursuant to Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
pfog20160818_8k.htm
2016-07-148-K2016-07-081.01 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; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described in Item 1.01 of this Current Report on Form 8-K, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture.
7.01 The information furnished pursuant to Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
v444276_8k.htm
2016-07-068-K2016-06-293.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers3.02 As further described in Item 5.02 of this Current Report on Form 8-K, pursuant to the previously announced appointment and employment agreement of Matthew Cevasco as Chief Executive Officer of PFO Global, Inc. (the “Company”), on June 29, 2016, the Company granted Mr. Cevasco non-qualified stock options to purchase an aggregate of 1,045,875 shares of the Company’s common stock at an exercise price of $0.30 per share.
5.02 Pursuant to the previously announced appointment and employment agreement of Matthew Cevasco as Chief Executive Officer of the Company, on June 29, 2016, the Company granted Mr. Cevasco non-qualified stock options to purchase an aggregate of 1,045,875 shares of the Company’s common stock at an exercise price of $0.30 per share.
v443774_8k.htm
2016-06-178-K2016-06-131.01 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 the heading “Entry into Securities Purchase Agreement” in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described under the heading “Entry into Securities Purchase Agreement” in Item 1.01 above, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture.
v442541_8-k.htm
2016-05-178-K2016-05-172.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On May 17, 2016, PFO Global, Inc. (the “Company”) intends to present and/or distribute to certain investors and noteholders and utilize a slide presentation, which is attached to this Current Report on Form 8-K as Exhibit 99.1.
7.01 The disclosure set forth under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
v440184_8k.htm
2016-04-278-K2016-04-252.02 Results of Operations and Financial Condition2.02 On April 25, 2016, PFO Global, Inc. (the “Company”) issued a press release announcing certain financial and operational results for the year ended December 31, 2015.v438026_8k.htm
2016-04-158-K2016-04-141.01 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 Securities; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under the heading “Entry into Securities Purchase Agreement” in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described under the heading “Entry into Securities Purchase Agreement” in Item 1.01 above, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture.
8.01 On April 15, 2016, PFO Global, Inc. released a letter to its shareholders from Matt Cevasco, its Chief Executive Officer, describing certain periodic reporting updates, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
v437090_8k.htm
2016-03-238-K2016-03-218.01 Other Events8.01 On March 21, 2016, PFO Global, Inc. released a letter to its shareholders from Matt Cevasco, its Chief Executive Officer, describing certain business updates, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.v435023_8k.htm
2016-03-048-K2016-02-291.01 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 Officers1.01 Entry into a Material Definitive Agreement.
5.02 On February 29, 2016, Rudolf Suter retired from his position as Chief Executive Officer of the Company.
v433484_8k.htm
2016-02-198-K2016-02-171.01 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 in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described in Item 1.01 above, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture.
v432326_8k.htm
2016-01-138-K2016-01-071.01 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 in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described in Item 1.01 above, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture.
v428880_8k.htm
2015-12-038-K2015-11-301.01 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 in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described in Item 1.01 above, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture and the Warrant.
v426132_8k.htm
2015-11-258-K2015-11-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 25, 2015, PFO Global, Inc. (the “Company”) announced cost reduction initiatives including the termination of employment on November 30, 2015 of Jagdish Jethmalani, who had served as the Executive Vice President of Engineering, and on December 31, 2015 of the following officers: Tim Kinnear, who had served as Chief Financial Officer, Jonathan Schwartz, who had served as Executive Vice President of Operations, and George Moore, who has served as Executive Vice President of Information Technology.v425669_8k.htm
2015-11-198-K2015-10-317.01 Regulation FD Disclosure7.01 On October 19, 2015, PFO Global, Inc. (the “Company”) filed a Current Report on Form 8-K reporting that the Company was sending to each holder (each, a “Noteholder”) of a promissory note previously issued by the Company (each, a “Note”) documents requesting that such Noteholder agree, on or prior to October 30, 2015, to either (i) convert such Note into shares of the Company’s common stock, at a conversion price equal to $0.14 per share, or (ii) amend such Note to provide that it is payable in full in 36 months, with interest to accrue at the rate of 9% per annum until maturity, with automatic conversion into shares of the Company’s common stock in the event the Company completes a financing of $10 million or more.v425256_8k.htm
2015-11-178-K2015-11-131.01 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 in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described in Item 1.01 above, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture and the Warrant.
v425019_8k.htm
2015-10-198-K2015-10-197.01 Regulation FD Disclosure7.01 On October 19, 2015, PFO Global, Inc. (the “Company”) is sending to each holder (each, a “Noteholder”) of a promissory note previously issued by the Company (each, a “Note”) documents requesting that such Noteholder agree, on or prior to October 30, 2015, to either (i) convert such Note into shares of the Company’s common stock, at a conversion price equal to $0.14 per share, or (ii) amend such Note to provide that it is payable in full in 36 months, with interest to accrue at the rate of 9% per annum until maturity, with automatic conversion into shares of the Company’s common stock in the event the Company completes a financing of $10 million or more.v422383_8k.htm
2015-10-028-K2015-09-291.01 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 in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described in Item 1.01 above, on the Closing Date the Company consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture and the Warrant.
v421531_8k.htm
2015-09-118-K/A2015-06-302.01 Completion of Acquisition or Disposition of Assets2.01 In our Current Report on Form 8-K filed on July 6, 2015, we reported that on June 30, 2015, (the “Effective Date”), PFO Global, Inc. (the “Company”), a Nevada corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PFO Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Pro Fit Optix Holding Company, LLC, a Florida limited liability company (“PFO”).v419892_8ka.htm
2015-08-118-K2015-08-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 7, 2015, the employment of Kenneth Elstad, who had served as the Executive Vice President of Sales of PFO Global, Inc. (the “Company”), was terminated effective as of that date.v417914_8k.htm
2015-07-228-K2015-07-217.01 Regulation FD Disclosure; 8.01 Other Events7.01 On July 22, 2015, PFO Global, Inc. (the “Company”) intends to hold a conference call with stockholders of the Company, to provide an update regarding recent developments involving the Company.
8.01 On July 21, 2015, the Company issued a press release containing an open letter to the Company’s stockholders.
v415931_8k.htm
2015-07-068-K2015-07-068.01 Other Events8.01 On July 6, 2015, PFO Global, Inc. (the “Company”) issued a press release announcing the consummation of its acquisition of Pro Fit Optix Holding Company, LLC and a $4 million private financing, both of which transactions are summarized in the current report on Form 8-K filed earlier on the date hereof.v414929_8k.htm
2015-07-068-K2015-06-301.01 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; 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; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the consummation of the Merger is incorporated into this Item 2.01 by reference.
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Securities Purchase Agreement and the agreements entered into in connection therewith, including the Debenture, is incorporated into this Item 2.03 by reference.
3.02 As described in Item 1.01 above, on June 30, 2015, the Company (i) completed its acquisition of PFO and has, pursuant to the Merger Agreement, issued the Merger Shares as consideration therefor, and (ii) consummated the transactions contemplated by the Securities Purchase Agreement, including the issuance of the Debenture and the Warrant.
4.01 In connection with the consummation of the Merger, the Company dismissed RBSM LLP as the Company’s independent registered public accounting firm effective as of the Effective Date.
5.01 As described in Item 1.01 above, on June 30, 2015, the Company completed its acquisition of PFO and has, pursuant to the Merger Agreement, issued the Merger Shares as consideration therefor.
5.02 At the Effective Time, pursuant to the terms of the Merger Agreement, each of the following persons were appointed to serve on the Company’s board of directors (the “Board”): Dr. Charles Posternack, Joseph Barry Schimmel, E. Dean Butler and Ed Greene.
7.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a powerpoint presentation used by the Company in presentations for and discussions with certain existing and potential stockholders of the Company and other persons with respect to the Merger.
v414860_8k.htm
2015-06-268-K2015-06-261.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
5.03 On June 26, 2015, the Company filed with the Secretary of State of Nevada an Amended and Restated Certificate of Designation for the Company’s Series A Convertible Preferred Stock (the “Amended and Restated Certificate of Designation”) therein amending and restating the Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of Nevada on May 27, 2015.
5.07 By resolution dated June 25, 2015, holders of a majority of the outstanding shares of the Company’s common stock adopted, by written consent, the PFO Global, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) and approved the reservation of 2,760,000 shares of the Company’s common stock for issuance under the 2015 Plan.
8.01 The Company is filing a corrected version of the Agreement and Plan of Merger dated June 2, 2015 by and between Energy Telecom, Inc. and Energy Telecom Reincorporation Sub., Inc. (the “Merger Agreement”), previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2015, in order to file the final executed version of the Merger Agreement.
pfoglobal8k_june252015.htm
2015-06-128-K2015-06-091.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 On June 9, 2015 (the “Closing Date”), PFO Global, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which, the Company sold a $30,000 principal amount convertible note (the “Note”) to the Investor for gross proceeds of $30,000 (the “Financing”).
pfo8k_june92015.htm
2015-06-088-K2015-06-021.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders1.01 Entry into a Material Definitive Agreement.
5.07 On June 2, 2015, the Board of Directors of PFO Global, Inc., formerly Energy Telecom, Inc. (the “Company”), voted unanimously to approve a change in domicile from Florida to Nevada (the “Reincorporation”) and recommended the Reincorporation to the company’s stockholders for their approval.
pfoglobal8k_jun22015.htm
2015-05-018-K2015-04-281.01 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 Officers1.01 Entry into a Material Definitive Agreement.
5.02 On April 28, 2015 (the “Closing Date”), Energy Telecom, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Kahuku Ventures LLC (the “Investor”), pursuant to which, the Company sold a $30,000 principal amount convertible note (the “Note”) to the Investor for gross proceeds of $30,000 (the “Financing”).
energy.htm
2015-01-068-K2015-01-067.01 Regulation FD Disclosure7.01 On January 6, 2015, Energy Telecom, Inc. (the “Company”), issued a press release providing a summary of the Company’s activities in 2014 and planned activities for 2015.enrg8k.htm
2014-09-128-K2014-09-127.01 Regulation FD Disclosure7.01 Energy Telecom, Inc. (the “Company”) intends to utilize a corporate presentation to conduct meetings with investors, investment bankers and potential business partners, and which the Company intends to place on its website, which may contain non-public information.enrg8k.htm
2014-06-038-K2014-06-037.01 Regulation FD Disclosure7.01 On June 3, 2014, Energy Telecom, Inc. (the “Company”), issued a press release announcing that the Company has received notice from the United States Patent and Trademark Office that is has issued utility patent number 8,744,313 for the Company’s Zone of Connectivity, Awareness and Safety application.enrgform8k.htm
2014-05-018-K2014-04-255.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure5.07 · Adopted the Second Amended and Restated Articles of Incorporation of the Company (the “Second A&R AOI”).
7.01 In connection with the actions by written consent in lieu of a shareholder meeting, the Company will be mailing notice to all shareholders as required pursuant to Section 607.0704 of the Florida Business Corporation Act.
energytelecom8k.htm
2014-03-038-K2014-03-013.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrantenergytelecom8k.htm
2014-01-218-K2014-01-217.01 Regulation FD Disclosure7.01 On January 21, 2014, Energy Telecom, Inc. (the “Company”), issued a press release announcing that the Company has received notice from the United States Patent and Trademark Office that is has allowed all 32 claims in the Company’s utility patent application relating to the creation of a “Zone of Safety” around the user of the Company’s telecommunication eyewear.energytelecom8k.htm
2013-11-018-K2013-11-017.01 Regulation FD Disclosure7.01 On November 1, 2013, Energy Telecom, Inc. (the “Company”), issued a press release announcing that the United States Patent and Trademark Office has allowed the Company’s Continuation-in-Part utility patent application relating to claims including eyewear with wireless earpieces, methods to secure the earpieces to the eyewear’s frame, and for charging the earpieces while stored on the frame.energy.htm
2013-06-248-K2013-06-247.01 Regulation FD Disclosure7.01 On June 24, 2013, Energy Telecom, Inc. (the “Company”), issued a press release announcing that the Company has filed a new patent application with the United States Patent and Trademark Office relating to claims for benefits to be delivered by the Company’s telecommunication eyewear, including the ability to control the output sound pressure level of its telecommunication eyewear’s audio system to deliver sound at levels lower than mandated by industrial safety standards.energytelecom8k.htm
2013-05-138-K2013-05-102.02 Results of Operations and Financial Condition2.02 On May 13, 2013, Energy Telecom, Inc. announced its operating results for the first fiscal quarter ended March 31, 2013.energytelecom8k.htm
2013-01-078-K2013-01-078.01 Other Events8.01 On January 7, 2013, Energy Telecom, Inc. (the “Company”) posted a letter to its shareholders on its corporate website and issued a press release containing the shareholder letter.energytelecom8k20130107.htm
2012-12-288-K2012-12-215.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure5.07 ● Adopted the Energy Telecom, Inc. 2012 Incentive Stock Plan and approved the reservation of 4,000,000 shares of the Company’s class A common stock for issuance thereunder.
7.01 In connection with the actions by written consent in lieu of a shareholder meeting, on December 28, 2012, the Company mailed notice to all shareholders as required pursuant to Section 607.0704 of the Florida Business Corporation Act.
energytelecom8k.htm
2012-12-048-K2012-12-047.01 Regulation FD Disclosure7.01 On December 4, 2012, Energy Telecom, Inc. (the “Company”), issued a press release announcing that its telecommunication eyewear is now available for sale by Honeywell Safety Products, a division of Honeywell International.energytelecom8k20121204.htm
2012-11-098-K2012-11-051.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 On November 5, 2012, Energy Telecom Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Normandia Capital (“Normandia”) providing for the sale by the Company to Normandia of 1,150 shares of the Company’s series A convertible preferred stock (the “Series A Preferred Stock”) at a price of $100 per share of Series A Preferred Stock for aggregate cash proceeds of $115,000 (the “Financing”).
energytelecom8k20121105.htm
2012-06-018-K2012-06-013.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On June 1, 2012, the Board of Directors of Energy Telecom, Inc. (the “Company”) approved an employment agreement (the “Agreement”) with Thomas Rickards to continue serving as the Company’s President and Chief Executive Officer.enrg8k.htm
2012-05-148-K2012-05-147.01 Regulation FD Disclosure7.01 On May 14, 2012, Energy Telecom, Inc. (the “Company”), issued a press release announcing that the United States Patent and Trademark Office has allowed the Company’s utility patent application relating to claims for benefits to be delivered by the Company’s’ telecom communication eyewear, including totally wireless earpieces, the ability for wearers to clearly hear spoken communication when working in noisy work and sport environments, and the ability to record and display optical information in a variety of ways.enrg8k20120514.htm
2012-02-278-K2012-02-211.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.enrg8k20110221.htm
2011-12-278-K2011-12-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 19, 2011, Ronny Halperin resigned, effective immediately, as Chief Financial Officer of Energy Telecom, Inc. (the “Company”).energytelecom.htm
2011-12-128-K2011-12-097.01 Regulation FD Disclosure7.01 On December 9, 2011, Energy Telecom, Inc. (the “Company”) entered into a consulting agreement with The Brussell Group, LLC (“Brussell”), pursuant to which Brussell agreed to provide business development and strategic initiative advice to the Company in exchange for 5,000 shares of the Company’s class A common stock per month.enrg8k20111209.htm
2011-11-158-K2011-11-114.01 Changes in Registrant's Certifying Accountant4.01 On November 11, 2011, Energy Telecom, Inc. (the “Company”) dismissed CCR LLP (“CCR”), as its independent registered public accounting firm.energy8k20111111.htm
2011-05-098-K2011-05-098.01 Other Events8.01 On May 9, 2011 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.document.htm
2011-05-048-K2011-04-063.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 6, 2011, the Board of Directors of Energy Telecom, Inc. (the “Company”) approved the issuance of 200,000 shares of class B common stock (the “Shares”) of the Company to Thomas Rickards, our President and Chief Executive Officer to reward Mr. Rickards for his past actions on behalf of the Company and to incentivize him to continue to manage the day-to-day operations of the Company.form8k.htm
2011-04-298-K2011-04-298.01 Other Events8.01 On April 29, 2011 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.document.htm
2011-04-078-K2011-04-067.01 Regulation FD Disclosure7.01 On April 6, 2011, Energy Telecom, Inc. (the “Company”) provided correspondence to shareholders with an update on the business activities of the Company.form8k.htm
2011-02-258-K2011-02-257.01 Regulation FD Disclosure7.01 On February 25, 2011, Energy Telecom, Inc. (the “Company”) provided correspondence to shareholders with an update on the business activities of the Company.form8k.htm