Sebring Software, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-08-27: Form 8-K; Period of report 2015-07-13; 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.
- 2015-04-27: Form 8-K; Period of report 2015-04-18; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2015-02-10: Form 8-K; Period of report 2015-02-09; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2014-10-15: Form 8-K; Period of report 2014-10-15; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-08-27 | 8-K | 2015-07-13 | 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 | 1.03 On August 23, 2015, the Company and its subsidiaries, Sebring Management FL, LLC, Sebring Dental of Arizona, L.L.C., and AAR Acquisition, L.L.C. filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the Middle District of Florida, Tampa Division. 2.04 On July 13, 2015 the Company received a letter of default from MidMarket, in its capacity as agent for certain lenders under the Loan Agreement, that the Company is in default under the Loan Agreement for failure to make the required installment payments due under the Loan Agreement on June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015, and June 30, 2015. | v419183_8-k.htm |
| 2015-04-27 | 8-K | 2015-04-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 18, 2015, Mr. Joel Fedder, a member of the Board of Directors of the Company, passed away. | v408492_8k.htm |
| 2015-02-10 | 8-K | 2015-02-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 9, 2015, the Company appointed Mr. Scott A. Reynolds to serve as the Company’s Controller and Chief Financial Officer. | v401111_8k.htm |
| 2014-10-15 | 8-K | 2014-10-15 | 8.01 Other Events | 8.01 On April 25, 2013, December 27, 2013 and December 31, 2013 the Company acquired several dental practices as previously disclosed on Current Reports on Form 8-K filed with the Securities and Exchange Commission on May 1, 2013, January 3, 2014 and January 8, 2014. | v391415_8-k.htm |
| 2014-07-09 | 8-K | 2014-06-17 | 7.01 Regulation FD Disclosure | 7.01 On June 17, 2014, Leif Andersen, the President and Chief Executive Officer of the Company, was a presenter at the National Investment Banking Association conference held in New York, New York. | v383417_8k.htm |
| 2014-03-31 | 8-K | 2014-02-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 28, 2014, Mr. Alan Barberio resigned as the Company’s Chief Financial Officer. | v373357_8k.htm |
| 2014-01-08 | 8-K | 2013-12-31 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 31, 2013, the Company’s subsidiary, Sebring Dental of Arizona, LLC, closed the Asset Purchase Agreement described in Item 1.01 above. 2.03 On December 31, 2013, the Company became obligated on direct financial obligations as described in Item 1.01 above. | v364967_8k.htm |
| 2014-01-08 | 8-K | 2013-12-27 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 27, 2013, the Company’s subsidiary, Sebring Management FL, LLC, and Alan D. Shoopak, D.M.D. Orthodontic Group, P.A., closed the Asset Purchase Agreement described in Item 1.01 above. 2.03 On December 27, 2013, the Company became obligated on direct financial obligations as described in Item 1.01 above. | v364770_8k.htm |
| 2014-01-03 | 8-K | 2013-12-27 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 27, 2013, the Company’s subsidiary, Sebring Management FL, LLC, and Alan D. Shoopak, D.M.D. Orthodontic Group, P.A., closed the Asset Purchase Agreement described in Item 1.01 above. 2.03 On December 27, 2013, the Company became obligated on direct financial obligations as described in Item 1.01 above. | v364634_8k.htm |
| 2013-11-13 | 8-K | 2013-11-08 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On November 8, 2013, the board of directors (the “Board”) of Sebring Software, Inc. (the “Company”) concluded, in consultation with management of the Company and after discussion with the Company’s independent registered public accounting firm, Salberg & Company, P.A., that the Company will restate its quarterly interim financial statements for the period ending June 30, 2013. | v360460_8k.htm |
| 2013-08-07 | 8-K | 2013-08-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 1, 2013, the Company’s Board of Directors appointed Dr. Dennis Buchman, Mr. W. David Tompkins, Jr., Mr. Jeffery L. Carrier, and Mr. Joel D. Fedder to fill the four vacancies on the Company’s Board of Directors. | v352259_8k.htm |
| 2013-07-17 | 8-K | 2013-07-08 | 8.01 Other Events | 8.01 On July 8, 2013, the Company’s subsidiary, Sebring Dental of Arizona, LLC (“Sebring”), entered into a Dental Practice Business Management Agreement (the “Agreement”) with AZD Bell, LLC, an Arizona limited liability company engaged in the provision of dentistry services to the general public in Arizona (the “Practice”). | v350226_8k.htm |
| 2013-05-16 | 8-K/A | 2013-04-25 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.01 On April 26, 2013, the Company closed the Loan Agreement described in Item 1.01 above and the Lenders funded the first tranche of Eleven Million Dollars ($11,000,000) to the Company. 2.03 On April 26, 2013, the Company became obligated on direct financial obligations as described in Item 1.01 above. 3.02 On April 26, 2013, the Company issued 4,924,610 restricted shares of its common stock to Shoopak and 4,924,610 restricted shares of its common stock to Buchman in conjunction with the closing of the OSM Agreement. | v345347_8ka.htm |
| 2013-05-01 | 8-K | 2013-04-25 | 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 | 1.01 Entry into a Material Definitive Agreement. 2.01 On April 26, 2013, the Company closed the Loan Agreement described in Item 1.01 above and the Lenders funded the first tranche of Eleven Million Dollars ($11,000,000) to the Company. 2.03 On April 26, 2013, the Company became obligated on direct financial obligations as described in Item 1.01 above. 3.02 On April 26, 2013, the Company issued 4,924,610 restricted shares of its common stock to Shoopak and 4,924,610 restricted shares of its common stock to Buchman in conjunction with the closing of the OSM Agreement. | v343474_8k.htm |
| 2013-04-29 | 8-K | 2013-04-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 29, 2013, the Mr. Leif Anderson resigned as the Company’s chief financial officer. | v343026_8k.htm |
| 2011-07-11 | 8-K | 2011-07-06 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 On July 6, 2011, the Company closed the Agreement referenced in Item 1.01 above. | v228350_8k.htm |
| 2011-04-28 | 8-K/A | 2010-10-25 | 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; 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; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 On October 25, 2010, pursuant to the terms of an Exchange and Reorganization Agreement between the Company, Sebring Software, LLC (“Sebring LLC”), Leif Andersen (“Mr. Andersen”), Asbjorn Melo (“Mr. Melo”) and Lester Petracca (“Mr. Petracca” and, together with Mr. Melo and Mr. Andersen, the “Sebring Members”), the Company acquired all of the membership interests of Sebring LLC in exchange for 18,729,098 shares of the Company’s common stock and the assumption of certain Sebring LLC liabilities (the “Exchange”). 2.01 On October 25, 2010, the company entered into the Exchange and the Spin-Off became effective. 2.03 Under the Exchange Agreement, the Sebring Software, Inc. assumed certain of Sebring LLC’s obligations including an aggregate of $1,435,000 in convertible promissory notes and Sebring LLC’s payment obligations under the Settlement Agreement and the Petracca Note. 5.01 As a result of the Exchange described in Item 1.01, Sebring LLC cancelled 69,376,450 shares of the Company’s common stock (after giving effect to a recent 11-to-1 forward split) and the Sebring Members acquired 18,729,098, representing approximately 52% of the issued and outstanding capital stock of the Company. 5.02 On October 18, 2010, Matthew Lozeau resigned his position as the Company’s secretary. 5.03 On October 28, 2010, shareholders of the Company holding a majority of the issued and outstanding shares of capital stock of the Company, by written consent, approved an amendment to the Company’s Articles of Organization to change the Company’s name from “Sumotext Incorporated” to “Sebring Software, Inc.” The amendment was filed with the Nevada Secretary of State on October 29, 2010. 5.07 On October 28, 2010, shareholders of the Company holding a majority of the issued and outstanding capital stock of the Company approved an amendment to the Company’s Articles of Incorporation. | v220151_8ka.htm |
| 2011-04-15 | 8-K | 2010-01-03 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On April 12, 2011, the Company dismissed its principal independent accountants, M&K CPAS, PLLC, (“M&K”). | v218818_8k.htm |
| 2011-01-31 | 8-K/A | 2010-10-25 | 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; 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; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 On October 25, 2010, pursuant to the terms of an Exchange and Reorganization Agreement between the Company, Sebring Software, LLC (“Sebring LLC”), Leif Andersen (“Mr. Andersen”), Asbjorn Melo (“Mr. Melo”) and Lester Petracca (“Mr. Petracca” and, together with Mr. Melo and Mr. Andersen, the “Sebring Members”), the Company acquired all of the membership interests of Sebring LLC in exchange for 18,729,098 shares of the Company’s common stock and the assumption of certain Sebring LLC liabilities (the “Exchange”). 2.01 On October 25, 2010, the company entered into the Exchange and the Spin-Off became effective. 2.03 Under the Exchange Agreement, the Sebring Software, Inc.assumed certain of Sebring LLC’s obligations including an aggregate of $1,435,000 in convertible promissory notes and Sebring’s payment obligations under the Settlement Agreement and the Petracca Note. 5.01 As a result of the Exchange described in Item 1.01, Sebring cancelled 69,376,450 shares of the Company’s common stock (after giving effect to a recent 11-to-1 forward split) and the Sebring Members acquired 18,729,098, representing approximately 52% of the issued and outstanding capital stock of the Company. 5.02 On October 18, 2010, Matthew Lozeau resigned his position as the Company’s secretary. 5.03 On October 28, 2010, shareholders of the Company holding a majority of the issued and outstanding shares of capital stock of the Company, by written consent, approved an amendment to the Company’s Articles of Organization to change the Company’s name from “Sumotext Incorporated” to “Sebring Software, Inc.” The amendment was filed with the Nevada Secretary of State on October 29, 2010. 5.07 On October 28, 2010, one shareholder holding more than 50% of the issued and outstanding capital stock of the Company approved an amendment to the Company’s Articles of Incorporation. | v209177_8ka.htm |
| 2011-01-04 | 8-K | 2010-12-29 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 Prior to the execution of the Exchange and Reorganization Agreement between the Company and Sebring Software, LLC, our fiscal year end was August 31. | sebring8k122910.htm |
| 2010-10-29 | 8-K | 2010-10-25 | 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; 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; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 On October 25, 2010, pursuant to the terms of an Exchange and Reorganization Agreement between the Company, Sebring Software, LLC (“Sebring LLC”), Leif Andersen (“Mr. Andersen”), Asbjorn Melo (“Mr. Melo”) and Lester Petracca (“Mr. Petracca” and, together with Mr. Melo and Mr. Andersen, the “Sebring Members”), the Company acquired all of the membership interests of Sebring LLC in exchange for 18,729,098 shares of the Company’s common stock and the assumption of certain Sebring LLC liabilities (the “Exchange”). 2.01 On October 25, 2010, the company entered into the Exchange and the Spin-Off became effective. 2.03 Under the Exchange Agreement, the Company assumed certain of Sebring’s obligations including an aggregate of $1,435,000 in convertible promissory notes and Sebring’s payment obligations under the Settlement Agreement and the Petracca Note. 5.01 As a result of the Exchange described in Item 1.01, Sebring cancelled 69,376,450 shares of the Company’s common stock (after giving effect to a recent 11-to-1 forward split) and the Sebring Members acquired 18,729,098, representing approximately 52% of the issued and outstanding capital stock of the Company. 5.02 On October 18, 2010, Matthew Lozeau resigned his position as the Company’s secretary. 5.03 On October 28, 2010, shareholders of the Company holding a majority of the issued and outstanding shares of capital stock of the Company, by written consent, approved an amendment to the Company’s Articles of Organization to change the Company’s name from “Sumotext Incorporated” to “Sebring Software, Inc.” The amendment was filed with the Nevada Secretary of State on October 29, 2010. 5.07 On October 28, 2010, one shareholder holding more than 50% of the issued and outstanding capital stock of the Company approved an amendment to the Company’s Articles of Incorporation. | sumotext8k.htm |
| 2010-09-24 | 8-K | 2010-09-17 | 9.01 Financial Statements and Exhibits | sumotext8k091710.htm | |
| 2010-09-21 | 8-K | 2010-09-15 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On August 25, 2010, the Board of Directors (the “Board”) of Sumotext Incorporated (the “Company”), a Nevada corporation, consented to and approved an eleven-for-one forward split of the Company’s issued and outstanding shares of common stock (the “Forward Split”). | sumotext8k091510.htm |
| 2009-09-09 | 8-K | 2009-09-08 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 Effective September 8, 2009, the client auditor relationship between SUMOTEXT Incorporated (the "Company") and Malone & Bailey, PC ("Malone") was terminated as Malone was dismissed as the Company’s independent registered accounting firm and replaced by M&K CPAS, PLLC ("M&K"). | sumotext8k090809.htm |