Exhibit 10.9
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): February 15, 2019 (January 3, 2019)
| AERKOMM INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-55925 | 46-3424568 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| 923 Incline Way #39, Incline Village, NV 89451 |
| (Address of principal executive offices) |
| (877) 742-3094 |
| (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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 previously reported, Aerkomm Inc., a Nevada corporation (the “Company”), and its wholly-owned subsidiary, Aerkomm Taiwan Inc. (the “Aerkomm Taiwan”), entered into a certain Real Estate Sales Contract on July 10, 2018 (the “Definitive Agreement”) with Tsai Ming-Yin (the “Seller”) and Sunty Development Co., Ltd., as trustee, pursuant to which the Company, Aerkomm Taiwan and the Seller agreed to definitive terms and conditions relating to the acquisition by Aerkomm Taiwan of a parcel of land (the “Parcel”) located at the Taishui Grottoes in the Xinyi District of Keelung City, Taiwan. The Parcel consists of approximately 6.36 acres of undeveloped land and is expected to be used by the Company and Aerkomm Taiwan to build the Company’s first satellite ground station and data center. The purchase price for the Parcel (the “Purchase Price”), which is expressed in New Taiwan Dollars in the Definitive Agreement, is NT$1,056,297,507.
As previously disclosed, pursuant to the terms of the Definitive Agreement, payments by the Company to the Seller have been made from the net proceeds of the Company’s ongoing public offering (the “Offering”). The Company and the Seller acknowledged that the balance of payments against the Purchase Price was expected to be made from the net proceeds of additional closings of the Offering and that if the Company was not able to raise sufficient additional funds in the Offering to pay the balance of the Purchase Price prior to July 31, 2018 (the “Payment Deadline”), the Company could notify the Seller of this fact and cancel the Definitive Agreement. In such case, the full amount paid by the Company to the Seller would be returned to the Company, without interest, in cash or in an equivalent amount of securities (the “Securities”) if the Seller were not to have sufficient cash on hand to return the payments in full in cash.
As previously reported, the parties entered into Amendment No. 1 to the Definitive Agreement on July 30, 2018 to, among other things, (i) fix the exchange rate between the U.S. Dollar and the New Taiwan Dollar, to determine the exact U.S. Dollar amount that will be required to pay the full Purchase Price, which is denominated in New Taiwan Dollars, (ii) extend the Payment Deadline from July 31, 2018 to September 4, 2018, (iii) extend the Seller’s right to cancel the Definitive Agreement from August 31, 2018 to October 4, 2018, (iv) extend the Company’s right to cancel the Definitive Agreement from July 31, 2018 until September 4, 2018 and (v) to clarify the type of Securities that can be delivered to the Company if the Definitive Agreement is cancelled by either party and the Seller does not have sufficient cash to return the amount previously deposited by the Company with the Seller in cash. Such Securities will be of the kind that are traded or quoted on a US national securities exchange or the over-the-counter market or a foreign equivalent.
As previously reported, the parties entered into Amendment No. 2 to the Definitive Agreement on September 4, 2018 to further extend (i) the Payment Deadline from September 4, 2018 to November 4, 2018, (ii) the Seller’s right to cancel the Definitive Agreement from October 4, 2018 to December 4, 2018 and (iii) the Company’s right to cancel the Definitive Agreement from September 4, 2018 until November 4, 2018.
As previously reported, the parties entered into Amendment No. 3 to the Definitive Agreement on November 2, 2018 to further extend (i) the Payment Deadline from November 4, 2018 to January 4, 2019, (ii) the Seller’s right to cancel the Definitive Agreement from December 4, 2018 to February 4, 2019 and (iii) the Company’s right to cancel the Definitive Agreement from November 4, 2018 to January 4, 2019.
On January 3, 2019, the parties entered into Amendment No. 4 to the Definitive Agreement (“Amendment No. 4”) to further extend (i) the Payment Deadline from January 4, 2019 to July 4, 2019, (ii) the Seller’s right to cancel the Definitive Agreement from February 4, 2019 to August 4, 2019 and (iii) the Company’s right to cancel the Definitive Agreement from January 4, 2019 to July 4, 2019.
The foregoing summary of Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4, which is attached hereto in Chinese and in English as Exhibits 10.9 and 10.10, respectively, which exhibits are incorporated by reference into Item 1.01.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 12, 2019, the Board of Directors of the Company changed the fiscal year end of the Company from March 31 to December 31. The Company will file a transition report on Form 10-KT to cover the transition period from April 1, 2018 to December 31, 2018.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
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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.
| Date: February 15, 2019 | AERKOMM INC. |
| /s/ Jeffrey Wun | |
| Name: Jeffrey Wun | |
| Title: Chief Executive Officer |
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Exhibit 10.9
Exhibit 10.10
Amendment No. 4 to the Real Estate Sales Contract
(English Translation)
| Seller: TSAI MING-YIN | (hereinafter referred to as Party A) | |
| Trustee: Sunty Development Co., Ltd. | (hereinafter referred to as Party B) | |
| Contracting Party: | ||
| Aerkomm Inc. | (hereinafter referred to as Party C) | |
| Buyer: Aerkomm Taiwan Inc. | (hereinafter referred to as Party D) |
Party A, Party B, Party C and Party D have entered into a real estate sales contract (“Sales Contract”) on July 10, 2018 (hereinafter referred to as “Sales Contract”) in respect of the land which is located at No. 89-49 Dashuiku Section, Xinyi District, Keelung City. The Sales Contract was subsequently amended on July 30, 2018, September 4, 2018 and November 2, 2018. The parties now hereby further amend the Sales Contract as follows:
| I. | All parties agreed to further amend the payment deadline under III.(2) of the Sales Contract, as amended, from January 4, 2019 to July 4, 2019. It is also agreed that the deadline for Party A to exercise its special contract termination right under IX.(1) of the Sales Contract, as amended, is further amended from February 4, 2019 to August 4, 2019. Furthermore, Party D’s termination right due to the situation of its public offering under IX.(2) of the Sales Contract, as amended, is further amended from January 4, 2018 to July 4, 2019. |
| II. | Except as otherwise specifically amended by this amendment, all other terms and conditions of the Sale Contract remain unchanged and in full force and effect. |
| III. | This Agreement is executed in four copies, one of which shall be held by each party respectively, and this Agreement shall become effective from the date of the execution by the last party hereto. |
Contracting parties:
Party A: Seller: TSAI MING-YIN /s/ Tsai Ming-Yin (Personal Seal) ( Signature or Seal)
Party B: Trustee: Sunty Development Co., Ltd. /s/ Sunty Development Co., Ltd. (Corporate Seal)
Legal Representative: TIAN, CHI-HSIANG /s/ Tian, Chi-Hsiang (personal Seal)
Uniform Number: 70777671
Party C: Aerkomm Inc.
Legal Representative: JEFFREY WUN /s/ Jeffrey Wun
Party D: Buyer: Aerkomm Taiwan Inc. /s/ Aerkomm Taiwan Inc. (Corporate Seal)
Legal Representative: HSU, CHIH-MING /s/ Hsu, Chih-ming (Personal Seal)
The 3rd day of January, 2019