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
Date of Report (Date of earliest event reported): July 13, 2020 (June 29, 2020)
BLACK CACTUS GLOBAL, INC.
(Exact name of registrant as specified in its charter)
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Florida |
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000-55880 |
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46-2500923 |
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(State or other jurisdiction
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(Commission
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(IRS Employer
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2027 W. Division Street, Suite 137
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60622 |
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(Address of principal executive offices) |
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(Zip Code) |
(773) 683-1671
Registrant’s telephone number, including area code
8275 S. Eastern Avenue, Suite 200
Las Vegas, Nevada 89123
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
As of June 29, 2020, Black Cactus Global, Inc. (the “Company”) and Charteris, Mackie, Baillie and Cummins Limited (“CMBC”) entered into a waiver and agreement (the “Waiver Agreement”), pursuant to which the Company and CMBC agreed to close the following two pending licensing arrangements: (1) a non-exclusive license for a blockchain development software platform and related intellectual property pursuant to a Software License Agreement (the “License Agreement”), dated August 24, 2019, between the Company and CMBC, and (2) an assignment of a non-exclusive software license for certain software and intellectual property licensed by CMBC to Benchmark Advisors Limited (“Benchmark”) pursuant to an Assignment Agreement, dated November 15, 2019, between the Company, and CMBC and Benchmark (the “Benchmark Assignment” and together with the License Agreement, the “CMBC License Agreements”).
The closings of the license and assignment pursuant to the CMBC License Agreements were subject to a number of conditions, most of which had not been satisfied on or before the date of the closings. Pursuant to the Waiver Agreement, CMBC, among other things, waived all of the conditions that had not been satisfied in order to consummate the closings of the license and assignment pursuant to the CMBC License Agreements.
As of June 29, 2020, as consideration for the licenses provided under License Agreement and in satisfaction of its payment obligations under the License Agreement, the Company authorized the issuance of 249,109,944 restricted shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to Black Cactus Holdings LLC, the designee of CMBC, to be issued in two certificates each in the name of “Black Cactus Holdings LLC”, as follows: (i) one certificate representing 174,109,944 shares of Common Stock, which shall be issued and delivered to Black Cactus Holdings LLC, and (ii) one certificate representing 75,000,000 shares of Common Stock, which shall be issued to Black Cactus Holdings LLC and shall be held in escrow by the Company until such time as certain shares of Common Stock have been cancelled on the certified shareholder records of the Company or as otherwise provided in the Waiver Agreement.
The foregoing description of the terms of the Waiver Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the Wavier Agreement, which is filed as Exhibit 10.1, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Jeremy Towning as Chief Executive Officer
Jeremy Towning notified the Company that, effective as of June 29, 2020, he was resigning from his position as the Company’s Chief Executive. Mr. Towning continues to serve as the Chief Financial Officer of the Company and as a member of the Company’s board of directors (the “Board”)
Appointment of Karyn Augustinus to the Board of Directors
In connection with the closing of the License Agreement, effective as of June 29, 2020, the Board, pursuant to its powers under the Company’s bylaws, appointed Karyn Augustinus as a member of the Board. Ms. Augustinus will serve as a director until the Company’s next annual meeting of shareholders and until her successor has been elected and duly qualified or until her death, resignation or removal. The Company has not determined whether Ms. Augustinus will serve on any Board committees.
A description of the Waiver Agreement between the Company and CMBC, pursuant to which Ms. Augustinus was appointed to the Board, is disclosed in item 1.01 above and is incorporated herein by reference.
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Karyn Agustinus is a shareholder and director of CMBC. Pursuant to the CMBC License Agreements and the Waiver Agreement, the Company authorized the issuance of 249,109,944 restricted shares of the Company’s Common Stock to Black Cactus Holdings LLC, the designee of CMBC, as further described in Item 1.01 above. The 249,109,944 shares had an aggregate market value of approximately $1,245,549.72 based on a closing price of $0.005 on June 29, 2020. CMBC has an interest in such shares of Common Stock as the licensor under the License Agreement and as an affiliate of Black Cactus Holdings LLC and, therefore, Ms. Augustinus, as a shareholder and director of CMBC, is considered a related party as provided in Item 404(a) of Regulation S-K. Except for the previous described transaction, Ms. Augustinus is not party to any other transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Lawrence P. Cummins as Chief Executive Officer and to the Board of Directors
In connection with the closing of the License Agreement, effective as of June 29, 2020, and the terms of the Waiver Agreement, the Board, pursuant to its powers under the Company’s bylaws, appointed Lawrence P. Cummins, 58, as Chief Executive Officer and as a member of the Board. Lawrence P. Cummins will serve as a director until the Company’s next annual meeting of shareholders and until his successor has been elected and duly qualified or until his death, resignation or removal. Lawrence P. Cummins will serve as Chief Executive Officer of the Company until his successor has been appointed by the Board and duly qualified or until his death, resignation or removal. The Company has not determined whether Lawrence P. Cummins will serve on any Board committees. Lawrence P. Cummins will perform the services and duties that are normally and customarily associated with the Chief Executive Officer position, as well as other duties as the Board reasonably determines.
Lawrence P. Cummins founded CMBC in 1999. His primary focus at CMBC has been the development of blockchain based commercial solutions using AI, machine learning, IoT, big data, analytics and predictive analysis for financial transactions that encompass both fiat and crypto currencies.
In 2015, Lawrence P. Cummins joined Black Cactus Holdings Pty Ltd as a director. In 2017, Lawrence P. Cummins joined Black Cactus Holdings LLC as a director.
From December 2017 to April 2018, Lawrence P. Cummins was Chief Executive Officer and a director of the Company. His primary focus at the Company was to build a customer base for software technology. He left the Company in April 2018 to pursue consultancy opportunities through his equity interest in CMBC.
A description of the Waiver Agreement between the Company and CMBC, pursuant to which Lawrence P. Cummins was appointed as Chief Executive Officer and to the Board, is disclosed in Item 1.01 above and is incorporated herein by reference.
Lawrence P. Cummins is the Founder, Managing Director, and a shareholder of CMBC and, therefore, he is considered a related party for the same reasons as provided for Ms. Augustinus above. Additionally, Lawrence P. Cummins owns all of the interests in Black Cactus Holdings LLC. Except for the previous described transaction, Lawrence P. Cummins is not party to any other transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Lawrence C. Cummins as Vice President
In connection with the closing of the License Agreement, effective as of June 29, 2020, and the terms of the Waiver Agreement, the Board, pursuant to its powers under the Company’s bylaws, appointed Lawrence C. Cummins, 29, as Vice President, effective as of June 29, 2020. Lawrence C. Cummins will serve as Vice until his successor has been appointed by the Board and duly qualified or until his death, resignation or removal. Lawrence C. Cummins will perform the services and duties that are normally and customarily associated with the Vice President position, as well as other duties as the Board reasonably determines.
In 2015, Lawrence C. Cummins was a research grant assistant for the University of Illinois Chicago’s School of Design on a joint project with the National Aeronautics and Space Administration.
Lawrence C. Cummins joined CMBC as a Project Manager in 2016. His primary focus at CMBC is the design and development of CMBC’s web platforms.
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From 2016 to 2017, Lawrence C. Cummins was a Project Manager of Black Cactus Holdings Pty Ltd where he managed the development and implementation of the music distribution platform.
From 2016 to 2017, Lawrence C. Cummins was a Media Design Manager at Nexstar Global, a joint venture between Milestone Group PLC, and Black Cactus Holdings Pty Ltd. His Focus at Nexstar Global was to develop Nexstar’s media publishing and distribution platform, as well as all branding related projects.
A description of the Waiver Agreement between the Company and CMBC, pursuant to which Lawrence C. Cummins was appointed as Chief Executive Officer and to the Board, is disclosed in item 1.01 above and is incorporated herein by reference.
Lawrence C. Cummins is a Project Manager of CMBC and the son of Lawrence P. Cummins and, therefore, he is considered a related party for the same reasons as provided for Lawrence P. Cummins above. Except for the previous described transaction, Lawrence C. Cummins is not party to any other transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Family Relationships
Lawrence P. Cummins and Lawrence C. Cummins are father and son. There are no other family relationships between any of the Company’s directors or officers.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description of Exhibit |
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10.1 |
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SIGNATURES
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.
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BLACK CACTUS GLOBAL, INC. |
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Date: July 13, 2020 |
By: |
/s/ Lawrence P. Cummins |
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Name: |
Lawrence P. Cummins |
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Title: |
Chief Executive Officer |
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Exhibit 10.1
WAIVER AND AGREEMENT
THIS WAIVER AND AGREEMENT, dated as of June 29, 2020 (this “Agreement”), by and between BLACK CACTUS GLOBAL, INC., a Florida corporation (“BLGI”), and Charteris, Mackie, Baillie and Cummins Limited, a company incorporated under the laws of England and Wales (“CMBC”).
Reference is made to that certain Software License Agreement by and between BLGI and CMBC, dated as of August 24, 2019 (the “CMBC License Agreement”) and that certain Assignment Agreement by and between BLGI and CMBC, dated as of November 15, 2019 (the “Benchmark Assignment”). Unless otherwise provided elsewhere herein, capitalized terms used herein shall have the respective meanings assigned thereto in the CMBC License Agreement.
RECITALS
WHEREAS, BLGI and CMBC desire to close the transactions contemplated in each of the CMBC License Agreement and the Benchmark Assignment (the “Closings”); and
WHEREAS, as a condition to the consummation of the Closings, Section 3.1(c) of the CMBC License Agreement contemplates the issuance to CMBC or its designated assigns of shares of the BLGI’s common stock, $0.0001 par value per share (the “Common Stock”) equal to 60% of the issued share capital of BLGI; and
WHEREAS, Section 5.1 of the CMBC License Agreement contemplates certain conditions to the consummation of the Closings particularly described herein that have not and will not be completed or satisfied by the date of the Closings (the “Closing Date”); and
WHEREAS, Section 5.1 of the CMBC License Agreement further permits said conditions to be waived by CMBC and BGLI; and
WHEREAS, Section 2.1 of the Benchmark Assignment contemplates certain conditions to the consummation of the Closings that have not and will not be completed or satisfied by the Closing Date;
WHEREAS, Section 2.1 of the Benchmark Assignment further permits said conditions to be waived by CMBC and BGLI; and
WHEREAS, BLGI has requested that CMBC waive, and CMBC has agreed to waive, said conditions, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties to this Agreement hereby agree as follows:
SECTION 1. Issuance of Common Stock. On and subject to the conditions set forth in this Agreement, BLGI will issue to CMBC, as consideration for the licenses provided under the CMBC License Agreement and in satisfaction of its payment obligations under Section 3.1(c) of the CMBC License Agreement, 249,109,944 restricted shares of Common Stock to Black Cactus Holdings LLC, the designee of CMBC, by the issuance of two certificates each in
the name of “Black Cactus Holdings LLC”, as follows: (i) one certificate representing 174,109,944 shares of Common Stock, which shall be issued and delivered to Black Cactus Holdings LLC, and (ii) one certificate representing 75,000,000 shares of Common Stock (the “Escrowed Certificate”), which shall be issued to Black Cactus Holdings LLC and shall be held in escrow by BLGI until such time as all of the following shares of Common Stock have been cancelled on the certified shareholder records of BLGI or as otherwise provided below (the “Cancellable Shares”):
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Shareholder Name |
Number of Shares |
Issue Date |
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Sai Krishna Para |
12,500,000 |
10/30/18 |
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Venkata Ramesh Para |
12,500,000 |
10/30/18 |
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Dr. Pruthvnayh Kancherla |
12,500,000 |
10/30/18 |
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Dr. Ravindranath Kancherla |
12,500,000 |
10/30/18 |
During the period that the Escrowed Certificate is held in escrow by BLGI, Black Cactus Holdings LLC shall have all rights of ownership of the shares of Common Stock represented thereby, including, without limitation, the right to vote such shares of Common Stock and to receive any dividends or other distributions thereon; provided, that promptly after the date upon which the Cancellable Shares have all been cancelled, the Escrowed Certificate and all 75,000,000 shares represented thereby shall also be cancelled. In the event that all of the the Cancellable Shares have not been cancelled on or before July 9, 2021, the Company shall release to Black Cactus Holdings LLC one and one-half (1.5) shares of Common Stock represented by the Escrowed Certificate for each Cancellable Share that has not been cancelled by such date and any remaining shares of Common Stock represented by the Escrowed Certificate shall be cancelled, provided that that no fractional shares shall be released but, instead, the number of shares of Common Stock released shall be rounded up to the nearest whole number of shares.
SECTION 2. Waivers. Effective as of the date hereof, each of CMBC and BLGI, as applicable, hereby waives the following conditions (collectively, the “Waived Conditions”):
(a) The resignation of all current members of the board of directors of BLGI, as required under Section 5.1(a) of the CMBC License Agreement and Section 2.1(a) of the Benchmark Assignment, to the extent that Jeremy Towning will continue to serve as a director on BLGI’s board of directors following the Closing;
(b) The resignation of all current officers of BLGI, as required under Section 5.1(b) of the CMBC License Agreement and Section 2.1(b) of the Benchmark Assignment, to the extent that Jeremy Towning will continue to serve as Chief Financial Officer of BLGI following the Closing;
(c) Proof satisfactory to CMBC that a fair resolution in writing has been entered into with Jeremy Sparrow, as required under Section 5.1(c) of the CMBC License Agreement;
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(d) Proof satisfactory to CBMC that a fair resolution in writing has been entered into with Anders Forsberg, as required under Section 5.1(d) of the CMBC License Agreement;
(e) Proof satisfactory to CBMC that a fair resolution in writing has been entered into with Harpreet Sangha, his family and his known associates for the cancellation of the shares of BLGI owned by them, as required under Section 5.1(e) of the CMBC License Agreement and Section 2.1(c) of the Benchmark Assignment;
(f) CMBC’s satisfaction with the possibility of lifting the Cease Trade Order issued by the British Columbia Securities Commission in connection with the shares of BLGI as required under Section 5.1(f) of the CMBC License Agreement and Section 2.1(d) of the Benchmark Assignment;
(g) Arrangements satisfactory to CMBC related to resolution of claims by BitReturn for the removal of $350,000 claimed outstanding by BLGI under the terms of a Definitive Acquisition Agreement between BLGI and BitReturn, as required under Section 5.1(g) of the CMBC License Agreement;
(h) Proof satisfactory to CMBC that arrangements have been made with the majority shareholder of BLGI for its repayment of $169,729 to BLGI, as required under Section 5.1(h) of the CMBC License Agreement;
(i) Except for the filing of all delinquent periodic filings by BLGI with the Securities Exchange Commission, proof satisfactory to CMBC that all necessary steps have commenced to bring all of BLGI’s filings with the appropriate Regulatory Authority up to date, as required under Section 5.1(i) of the CMBC License Agreement and Section 2.1(e) of the Benchmark Assignment; and
(j) BLGI’s having a written agreement with Bellridge Capital LP to provide a line of credit to BLGI in an amount up to $5,000,000 on terms acceptable to CMBC, as required under Section 5.1(j) of the CMBC License Agreement, and, as further required under Section 2.1(f) of the Benchmark Assignment, Bellridge Capital LP’s having advanced $250,000 under said line of credit to CMBC on behalf of BLGI.
SECTION 3. Representations and Warranties. Each party hereto hereby represents and warrants to the other party that, on and as of the date hereof:
(a) this Agreement has been duly executed and delivered by it, and this Agreement, the CMBC License Agreement and the Benchmark Assignment constitute its legal, valid and binding obligations, enforceable against it in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and
(b) its representations and warranties contained in the CMBC License Agreement and the Benchmark Assignment are true and correct in all material respects as of the
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date hereof, with the same effect as though made on such date (after giving effect to this Agreement), except to the extent such representations or warranties expressly relate only to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).
SECTION 4. Miscellaneous.
(a) This Agreement may be amended, modified, terminated or waived only as provided in Section 9.8 of the CMBC License Agreement.
(b) Except as expressly modified as contemplated hereby, each of the CMBC License Agreement and Benchmark Assignment is hereby confirmed to be in full force and effect in accordance with its terms and is hereby ratified and confirmed. This Agreement is intended by the parties to constitute a waiver of, and otherwise to constitute a continuation of, the CMBC License Agreement and Benchmark Agreement, as applicable, and is not intended by any party and shall not be construed to constitute a novation thereof or of any obligation of any party thereunder.
(c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns under each of the CMBC License Agreement and the Benchmark Assignment.
(d) This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.
(e) The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
(f) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW RULRES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
(g) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, CMBC LICENSE AGREEMENT OR THE BENCHMARK ASSIGNMENT.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto, by their duly authorized signatories, have executed and delivered this Agreement as of the date first above written.
BLACK CACTUS GLOBAL, INC.
By: /s/ Lawrence P. Cummins
Name: Lawrence P. Cummins
Title: Chief Executive Officer
CHARTERIS, MACKIE, BAILLIE & CUMMINS LIMITED
By: /s/ Lawrence P. Cummins
Name: Lawrence P. Cummins
Title: Director
[Signature Page to Waiver and Agreement]