UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 10, 2018
Date of Report (Date
of earliest event reported)
LIVE CURRENT MEDIA INC.
(Exact name of registrant as specified in its charter)
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NEVADA
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000-29929
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88-0346310
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(State or other jurisdiction of
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(Commission File
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(IRS Employer Identification No.)
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incorporation)
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Number)
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1130 Pender Street – Suite 820
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Vancouver, BC Canada
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V6E 4A4
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(Address of principal executive offices)
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(Zip Code)
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(604) 648-0515
Registrant's telephone
number, including area code
NOT APPLICABLE
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Signing of LOI
On September 10, 2018, Live Current Media Inc. (the “Company”) signed a letter of intent (the “LOI”) with Cell MedX Corp to acquire exclusive worldwide distribution rights to the eBalance microcurrent device. Pursuant to the LOI, Live Current advanced USD$250,000 to Cell MedX for exclusive worldwide distribution rights to the eBalance device and the Company and Cell MedX entered into negotiations aimed at obtaining a definitive agreement within a 90-day period. If a definitive agreement is not reached within 90 days of the execution of the LOI, the USD$250,000 is refundable.
A copy of the Company’s news release with respect to the LOI is attached as Exhibit 99.1 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIVE CURRENT MEDIA INC. | ||
| Date: September 19, 2018 | ||
| By: | /s/ David M. Jeffs | |
| Name: David M. Jeffs | ||
| Title: Chief Executive Officer |
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Letter of Intent
This Letter of Intent (“LOI”) is between
Live Current Media,
Inc.
located at
820 – 1130
West Pender Street,
Vancouver, BC V6E 4A4, Canada
(“LIVC”), and Cell MedX Corp.
located
at
123 W. Nye Ln, Suite 446
Carson City, NV
(“CMXC”). For purposes of this LOI,
LIVC and CMXC are referred to
collectively as “the Parties.”
WHEREAS, CMXC is the manufacturer of a microcurrent medical device, namely the eBalance© device and;
WHEREAS, CMXC has identified two distribution market channels for sales of the eBalance© device, home based and individual rights (“Direct Rights”) and clinic, doctor and practitioner rights (“Wholesale Rights”) to use the eBalance© device to offer treatments to clients;
WHEREAS, CMXC now seeks to sell the worldwide Direct Rights to the eBalance© device and LIVC wishes to purchase these rights;
NOW, THEREFORE, in consideration of the mutual promises expressed herein, the sufficiency of which is acknowledged by the Parties, LIVC and CMXC agree as follows:
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Fee |
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LIVC will pay to CMXC the sum of US$250,000 on signing of this LOI. This fee will be repayable upon expiration of this LOI without execution of a definitive agreement. |
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Term |
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This LOI will expire in 90 days following signing or upon being replaced by a definitiveagreement signed by both Parties. |
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Definitive Agreement |
a. The Parties agree that, within 90 days of the signing of this LOI, a definitive agreement will be signed which outlines the exact details of the purchase of the Direct Rights to the eBalance© device. The Direct Rights are described as any sale of an eBalance© unit to an individual for personal or family and friends use in their home or any variation thereof. These details will include:
i. CMXC will assign the exclusive worldwide Direct Rights to market and distribute the eBalance© device to LIVC.
ii. LIVC will guarantee to purchase from CMXC a minimum of 500 eBalance© units in the first 14 months after signing the definitive agreement and after receiving the first saleable device. LIVC will guarantee to purchase from CMXC a minimum of 2,000 eBalance© units in the first 24 months after signing the definitive agreement and after receiving the first saleable device.
iii. The eBalance© device will be sold for a maximum of US$3,000. LIVC will receive no part of this purchase price.
iv. Direct Rights users will pay a maximum of US$20 per treatment.
v. CMXC and LIVC will split the treatment fee evenly.
vi. LIVC will have the right to sell eBalance© units to clinics, doctors and practitioners in any territory in which the rights have not already been purchased from CMXC by a third party. At the signing of this LOI, no Wholesale Rights have been sold by CMXC.
vii. LIVC will have first right of refusal to purchase the Wholesale Rights for any territory with 30 days notice from CMXC after CMXC has agreed to a sale of the Wholesale Rights to a third party.
viii. CMXC will be liable for the shipping and handling and credit card fee costs of all sales. ix. CMXC will guarantee all eBalance© devices and replace faulty.devices at their cost.
x. eBalance© devices will be guaranteed and users may return them for a full refund within the first 120 days. This refund may be subject to a restocking and shipping and handling fee. Physically abused or damaged eBalance© devices will not be refunded. xi. eBalance© devices sold on a Wholesale Rights basis will be provided to practitioners free of charge.
xii. CMXC and LIVC will work together immediately after signing of this LOI to ensure that the client usability software of the eBalance© device meets LIVC’s requirements.
xiii. CMXC avers that the eBalance© device is electrically certified for home use, hospital use and clinic use.
xiv. The Direct Rights apply to all upgrades and new devices developed by CMXC as long as the agreement is still in place.
xv. Both Parties acknowledge that the price of new devices may be higher than the current price structure for the eBalance© device.
4. Good Faith
Both Parties agree to work in good faith to complete the definitive agreement before expiration of this LOI.
5. Applicable Law and Dispute Resolution
This Agreement shall be governed, interpreted and enforced in accordance with the laws of British Columbia. The Parties will attempt to resolve any dispute concerning this Agreement through good faith consultation and negotiation.
IN WITNESS WHEREOF, the Parties, through their respective authorized signatories, have caused this Letter of Intent to be duly executed this 10th day of September 2018.
| Live Current Media Inc. | Cell MedX Corp. |
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| By: /s/ David Jeffs | By: /s/ Brad Hargreaves |
| Signature | Signature |
| Name: David Jeffs | Name: Brad Hargreaves |
| Title: CEO | Title: VP, Technology and Operations |
| Date: September 5, 2018 | Date: September 5, 2018 |
LIVE CURRENT MEDIA INC. ANNOUNCES SIGNING OF LETTER
OF
INTENT TO DISTRIBUTE EBALANCE DEVICE.
Vancouver, British Columbia, Canada September 14, 2018, Live Current Media Inc. (“Live Current” or the “Company”) (OTCQB: LIVC) announces that on September 10, 2018, the Company signed a Letter of Intent with Cell MedX Corp. (“Cell MedX”) to purchase the worldwide distribution rights to the eBalance microcurrent device for home-based use. The eBalance microcurrent device is a recently developed wellness device that was designed to alleviate symptoms resulting from diabetes. These symptoms include neuropathy, inflammation, hypertension and lack of kidney function. In a recent clinical trial approved by Health Canada, the eBalance device was shown to reduce blood pressure, reduce average fasting blood glucose levels and reduce plasma insulin.
Pursuant to the LOI, Live Current advanced USD$250,000 to Cell MedX for exclusive worldwide distribution rights to the eBalance device and the Company and Cell MedX have entered into negotiations aimed at obtaining a definitive agreement within a 90-day period. If a definitive agreement is not reached within 90 days of the execution of the LOI, the USD$250,000 is refundable.
The Company anticipates that the eBalance device will be ready for distribution in the fourth quarter of 2018.
About Live Current Media Inc.
Live Current builds consumer Internet experiences around its portfolio of domain names. Live Current’s current business strategy is to develop, or to seek partners to develop, its domain names to include content, commerce and community applications.
On behalf of the board of directors of Live Current Media Inc.
David Jeffs, CEO & Director
For more information please contact:
david@livecurrent.com
All statements in this press release that are not statements of historical fact are forward-looking statements, including any projections of growth, earnings, revenue, cash or other financial items, any statements of the plans, strategies, objectives and goals of management for future operations, any statements regarding future economic conditions or performance, statements of belief and any statements of assumptions underlying any of the foregoing. These statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, general economic conditions particularly as they relate to demand for our products and services; competitive factors; changes in operating expenses; our ability to raise capital as and when we need it and other factors. Live Current Media Inc. assumes no obligation to update these forward-looking statements to reflect future events or actual outcomes and does not intend to do so.