SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
|Date of Report (Date of earliest event reported): November 12, 2012|
(Exact name of registrant as specified in its charter)
(State or other
jurisdiction of incorporation)
101 Convention Center Drive
Las Vegas, NV 89109
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
|(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:
|o||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|o||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|o||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|o||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|
|Item 3.02||Unregistered Sale of Equity Securities|
On November 12, 2012, Smartmetric, Inc. (the “Company”) entered into an Assignment and Assumption Agreement (“Assignment Agreement”) with Applied Cryptography, Inc., an entity controlled by C. Hendrick, our chief executive officer (the “Assignor”) pursuant to which the Assignor assigned all or its rights, title and interest to the trademarked Medical Keyring™, which provides an individual with compete portable, self-contained electronic medical records storage (the “Medical Keyring”) to the Company. In consideration for the assignment of the Medical Keyring, the Company agreed to issue the Assignor 200,000 shares of the Company’s Series B preferred stock (the “Series B Preferred Stock”).
Each share of Series B Preferred Stock shall be entitled to vote on any matter with the holders of common stock voting together as one (1) class. The Series B Preferred Stock has a liquidation preference of $5.00 per share and shall be entitled to receive dividends or other distributions with the holders of the common stock of the Company on an as converted basis, when, as, and if declared by the board of directors. The holders of the Series B Preferred Stock shall have that number of votes (identical in every other respect to the voting rights of the holder of common stock entitled to vote at any regular or special meeting of shareholders) equal to that number of common shares which is not less than 51% of the vote required to approve any action, which Nevada law provides may or must be approved by vote or consent of the common shares or the holders of other securities entitled to vote, if any. Each share of Series B Preferred Stock is convertible, at the option of the holder, into fifty (50) shares of common stock upon the satisfaction of certain conditions.
The issuance of the shares of Series B Preferred Stock were made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended.
The foregoing information is a summary of the agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K. Readers should review such agreement for a complete understanding of the terms and conditions associated with this transaction.
|Item 8.01||Other Events|
On November 14, 2012, the Company issued a press release announcing the release of the Medical Keyring. A copy of the press release is attached hereto as Exhibit 99.1.
|Item 9.01||Financial Statements and Exhibits|
|10.1||Assignment and Assumption Agreement, dated November 12, 2012, by and between Smartmetric, Inc. and Applied Cryptography, Inc.|
|99.1||Press Release, dated November 14, 2012.|
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.
|Dated: November 16, 2012||SMARTMETRIC, INC.|
|By: /s/ C. Hendrick|
|Name: C. Hendrick|
|Title: Chief Executive Officer|
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this “ Agreement ”) is made as of November 12, 2012 by and between SmartMetric, Inc., a Nevada corporation (“ Assignee ”), and Applied Cryptography, Inc., a Belize corporation (“ Assignor ”).
W I T N E S S E T H:
WHEREAS , the Assignor is the designer and creator of certain product designs, specifically the trademarked Medical Keyring™ (the “Medical Keyring”); and
WHEREAS , the Medical Keyring is being offered to SmartMetric, Inc. as a fully developed and engineered device that provides individuals with a completely portable, self-contained, guaranteed private, electronic medical records storage and delivery.
WHEREAS , Assignor desires to assign to Assignee all of Assignor’s rights, title and interest to the Patent and Assignee is willing to accept assignment of such rights and obligations.
NOW, THEREFORE , in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, Assignor and Assignee, intending to be legally bound, hereby agree as follows:
1. Defined Terms; Interpretation . Except as otherwise set forth herein, capitalized terms used herein have the meanings assigned to them in the License Agreement.
2. Assignment and Assumption . Effective as of the date hereof, (a) Assignor hereby conveys, assigns, and transfers to Assignee, its successors and permitted assigns, all of Assignor’s rights, title and interest in and to the Patent and delegates to Assignee all of its duties and obligations to be performed, or arising on or after the date hereof under the Patent, and (b) Assignee hereby accepts the above assignment of all of Assignor’s rights, title and interest to the Patent and the rights and delegation of duties and obligations and agrees to be bound by and to assume such duties and obligations. Assignee’s representatives shall be responsible for preparing any documents that Assignee records to perfect its right, title and interest in the Patent in any jurisdiction. Not later than ninety (90) days after the date of this Agreement, Assignee shall provide Assignor with any documents requiring Assignor’s signature suitable for recording.
3. Consideration . In consideration for the assignment of the Medical Keyring as set forth in Section 2, the Assignee shall issue the Assignor 200,000 shares of the Assignee’s Series B Preferred Stock (the “Shares”), the receipt and sufficiency of which the parties acknowledge.
4. Representations and Warranties of Assignor. Assignor represents and warrants to Assignee as of the date hereof and as of the Closing Date that:
a. Assignor has the legal right and requisite power and authority to make and enter into this Agreement, and to perform its obligations hereunder and to comply with the provisions hereof. The execution, delivery and performance of this Agreement by Assignor has been duly authorized by all necessary Assignee action on its part. The execution, delivery and performance of this Agreement by Assignor does not and will not contravene the charter, bylaws or other organizational documents of Assignor. This Agreement has been duly executed and delivered by Assignor and constitute the valid and binding obligation of Assignor enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.
b. The execution, delivery and performance of this Agreement by Assignor and the compliance by Assignor with the provisions hereof, do not and will not (with or without notice or lapse of time, or both) conflict with, or result in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignor or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignor’s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewith.
c. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than any of the foregoing which have been obtained and, at the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or performance of this Agreement by Assignor.
d. Assignor understands that the Shares are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law and is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business
e. Assignor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment.
f. Assignor, as of the date hereof, is, and on each date on which it converts Shares it will be either: (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.
5. Representations and Warranties of Assignee. Assignee represents and warrants to Assignor as of the date hereof and as of the Closing Date that:
a. Assignee has the legal right and requisite power and authority to make and enter into this Agreement, and to perform its obligations hereunder and to comply with the provisions hereof. The execution, delivery and performance of this Agreement by Assignee have been duly authorized by all necessary corporate action on its part. The execution, delivery and performance of this Agreement by Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assignee. This Agreement has been duly executed and delivered by Assignee and constitutes the valid and binding obligation of Assignee enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.
b. The execution, delivery and performance of this Agreement by Assignee and the compliance by Assignee with the provisions hereof and thereof, do not and will not (with or without notice or lapse of time, or both) conflict with, or result in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewith.
c. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than any of the foregoing which have been obtained and, at the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or performance of this Agreement and the Station Purchase Agreement by Assignee.
6. Further Assurances . Each party to this Agreement agrees to execute, acknowledge, deliver, file and record, and to cause to be executed, acknowledged, delivered, filed and recorded, such further certificates, instruments, and documents and to do, and cause to be done, all such other acts and things, as may be required by law, or as may, in the reasonable opinion of the other party hereto, be necessary or advisable to carry out the purposes of this Agreement.
7. Binding Effect; Amendments . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. No modification, amendment or waiver of any provision of, or consent or approval required by, this Agreement, nor any consent to or approval of any departure herefrom, shall be effective unless it is in writing and signed by the party against whom enforcement of any such modification, amendment, waiver, consent or approval is sought.
8. Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery). Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of the documents contemplated herein, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
9. Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Assignee without the prior written consent of Assignor, such consent to be in its sole and absolute discretion. Without the consent of Assignee, Assignor may assign its rights and obligations under this Agreement to any other party or parties; provided that Assignor shall not thereby be released of its obligations hereunder.
10. Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
11. Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 6:30 p.m. (New York City time) on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 6:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
12. Entire Agreement . The Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules
13. Survival . The representations, warranties, agreements and covenants contained herein shall survive the Closing.
14. No Waiver . The waiver by any party of the breach of any of the terms and conditions of, or any right under, this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition or of any similar right. No such waiver shall be binding or effective unless expressed in writing and signed by the party giving such waiver.
15. Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
|APPLIED CRYPTOgraphy, Inc .|
|By: /s/ Chaya Coleena Hendrick|
|Name: Chaya Coleena Hendrick|
|Title: Chief Executive Officer|
|By: /s/ Chaya Coleena Hendrick|
|Name: Chaya Coleena Hendrick|
|Title: Chief Executive Officer|
Biometric Safeguarded Electronic Medical Records Protected by SmartMetric Biometrics
Privacy and Portability the Big Headache for Providers of Digital Medical Records; Problem Solved Using the SmartMetric MedicalKeyring t.m.
BAY HARBOR, FL--(Marketwire - Nov 14, 2012) - Is your medical privacy being protected while providing 24/7 access to your vital medical records whenever and wherever you may need them? SMARTMETRIC, INC. (OTCQB: SMME) today announces the release of an electronic medical records storage product that will allow for the capture and storage of a person's complete medical history and files giving medical care givers instant access to a patient's vital medical history. The President and CEO of SmartMetric, Inc. M/s Chaya Hendrick, speaking from the company's manufacturing center in Buenos Aires, Argentina, said today that the SmartMetric medical history storage product is a plug and play device that will allow Doctors to gain valuable medical information so prompt and often life saving treatment can be started immediately when a patient arrives at an emergency room or clinic.
If the patient is unconscious then the device has an emergency on off button that will display on the device the person's medical condition, medication the patient is taking and quantities. Also included is the patient's blood type, allergies if any and any other important medical information that would assist any Doctor in providing immediate life saving treatment. After the patient has been stabilized then he or she is able to swipe their fingerprint on the medical keyring fingerprint sensor and hand it over to the attending Doctor. The Doctor then simply takes the portable electronic medical records device to any computer, say at the nurses' station, and plug it into the computer USB port and up on the screen will pop up access to the patients complete medical history.
The Company President & CEO, M's Chaya Hendrick said today the wonderful thing about this portable device is that it is designed to plug and play on a PC. It does not need special software to be installed on the hospital's computer nor does it need special training as the user interface is intuitive allowing for easy to follow menus that will provide rapid access to the patient's complete medical files.
No matter where in the World the patient may travel they will have the security of knowing that if anything happens they will be secure in knowing that their full medical history is with them. And also secure in knowing that this information is held on their own computer storage system that no one else can access or get use of. Access is only granted after the owner of his or her medical information swipes their fingerprint over the SmartMetric, Inc. Fingerprint sensor.
The SmartMetric Keyring Medical Records system gives the user absolute portability while not exposing sensitive patient record information to hackers or others who would like to get a hold of a person's private medical history.
The SmartMetric fingerprint activated Health Insurance Card with complete medical history stored inside the card and is only accessible after patient swipes their finger over the fingerprint sensor and a positive fingerprint match is made.
The SmartMetric, Biometric Card Computer provides powerful computing with large memory capacity in a revolutionary size that has taken more than 10 years of research and development. Using the latest in sub micro technology electronics, the company has achieved a level of miniaturization that allows it to release a solution of portable computing power that, combined with SmartMetric's biometric fingerprint in-card scanning technology, is so revolutionary it will change the way business is done and information is handled across a broad range of industries. For further information please go to the SmartMetric website: www.smartmetric.com
Safe Harbor Statement
Certain of the above statements contained in this press release are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors.
Ms. Chaya Hendrick
Direct: (786) 269.2238