U NITED  S TATES   

S ECURITIES  AND  E XCHANGE  C OMMISSION   

Washington, D.C. 20549   

 

 

F ORM  8-K   

 

C URRENT  R EPORT   

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): May 25, 2017 (May 19, 2017)

 

HPIL HOLDING

(Exact name of registrant as specified in its charter)   

 

 

 

Nevada

333-121787

30-0868937

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

3738 Coach Cove

Sanford, MI

48657

(Address of principal executive offices)

(Zip Code)

 

 

(248) 750-1015

(Registrant’s telephone number, including area code)

 

 

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.

 

 

            On May 19, 2017, HPIL Holding entered into an Addendum to the Brand License Agreement made by and between the World Traditional Shotokan Karate-Do Federation, the Licensor, and HPIL HOLDING, the Licensee, originally signed on December 29, 2014 (collectively, the “Agreement”). 

 

            Pursuant to the Addendum, the Licensee, HPIL HOLDING will sponsor the WTFSKF World Karate Championship as well as The International Karate Gasshuku every year during the term of the original Brand License Agreement.  Furthermore, t he Licensor, has granted to the Licensee, specifically, the exclusive use of its “Licensed Brand and Trademarks” and its “Licensed Products” and the exclusive “Sponsorship” of the two events and, in general, the exclusive sponsorship of any such similar event, from year to year, during the term of the Brand License Agreement.

 

HPIL intends to advance the development of Licensor’s products, programs and projects, and will have the exclusive right to the broadcast of a radio or television or internet broadcast of these events and will share in the profits from such events with the Licensor.

 

            The description of the Agreement above is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 99.1 and incorporated in this Item 1.01 by reference.

 

            Confidential treatment has been requested for certain portions of this Agreement. Omitted portions have been filed separately with the Commission.

 

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

            (d) Exhibits

 

Exhibit                        Description 

 

99.1*                           Addendum to the Brand License Agreement made by and between the World Traditional Shotokan Karate-Do Federation, the Licensor, and HPIL HOLDING, the Licensee, dated May 19, 2017.

 

 

*

Filed herewith. Portions of this exhibit are omitted and were filed separately with the Secretary of the Securities and Exchange Commission pursuant to the Company’s application requesting confidential treatment under 24b-2 of the Securities Exchange Act of 1934.

 

 

 

 

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

                                                                          

 

 

HPIL Holding

(Registrant)

                                                                         

Date:    May 25, 2017.

By: /S/ Nitin Amersey

Nitin Amersey

Director, Chief Financial Officer, Treasurer and

Corporate Secretary

 

 

ADDENDUM DATED MAY 19, 2017 TO THE

 

BRAND LICENSE AGREEMENT

 

made by and between

 

 

WORLD TRADITIONAL FUDOKAN

SHOTOKAN KARATE-DO FEDERATION

 

and

 

HPIL HOLDING

 

ON

 

December 29, 2014

 

This Agreement contains confidential information that has been redacted pursuant to a request for confidential treatment. The redacted information is being filed separately with the Securities and Exchange Commission.

 

WHEREAS the Licensor, the WORLD TRADITIONAL FUDOKAN SHOTOKAN KARATE-DO FEDERATION runs the WTFSKF World Karate Championship every year.

 

WHEREAS the Licensor, the WORLD TRADITIONAL FUDOKAN SHOTOKAN KARATE-DO FEDERATION has an International Karate Gasshuku every year.

 

WHEREAS the Licensee, HPIL HOLDING, will sponsor both these events every year.

 

WHEREAS the Licensor, grants to the Licensee, specifically, the exclusive use of its “Licensed Brand and Trademarks” and its “Licensed Products” and the exclusive “Sponsorship” of the two events and, in general, the exclusive sponsorship of any such similar event,  from year to year, during the term of the Brand License Agreement.

 

The Licensee as a Sponsor is committed to the development of Licensor’s products, programs and projects, and shall have through the payment of its contribution, hereinunder indicated,  the exclusive right to the broadcast of a radio or television or internet broadcast of these events. Licensee shall share, after expenses, its profits  on an ****   with the WTFSKF.

 

Licensee shall pay the following on an annual basis, beginning in 2017, during the term of the agreement, the following to Licensor, on dates to be determined by mutual agreement:

**** Indicates text has been omitted from this Exhibit pursuant to a confidential treatment request and has been filed separately with the Securities and Exchange Commission.  

 

 

 

1)      Euro ****  for the World Karate Championship, payment shall be made *** days before the beginning of the event.

2)      Euro ****  for the International Karate Gasshuku , payment  shall be made **** days before the beginning of the event.

3)      Swiss Francs **** Annual fee for the (IOC) Membership (International Olympic Committee  membership) to be paid by **** of each year . 

4)      Swiss Francs **** for expenses and taxes, payment shall be made until the ****  each Year.

 

These expenses may be changed, within reason, on an annual basis, through mutual agreement between parties.

 

In addition Licensee shall pay on a onetime basis the sum of US$**** to the Licensor for effective implementation of this agreement. This sum shall be paid within **** days of the signing of this addendum. If payment is not made within ****days of the signing date of this addendum and additional sum of US$ **** shall be payable and the entire amount of US$****shall be paid within **** days of the signing of this addendum. If payment is not received as per this addendum, this agreement is subject to immediate cancellation.

 

In addition to the International Chamber of Commerce in Paris France, both parties may at their option elect to mediation and arbitration under the Tribunal Arbitral du Sport (TAS) also known as the Court of Arbitration for Sport (CAS) at their offices in New York, USA. Both parties elect to first subject a dispute to mediation at the TAS / CSA and only then proceed to arbitration.

 

 

IN WITNESS WHEREOF,  the parties have duly executed and delivered this Addendum as of the date set forth above.

World Traditional Fudokan Shotokan

Karate-Do Federation,  a company

organized under the laws of Switzerland.

(the “Licensor”)

 

 

By:        /s/ Ionel Bara                                                    

Its:        President and CEO             _                           

Date:     19.05.2017         ___________                        

 

HPIL  Holding,  a Nevada (USA) corporation.

(the “Licensee”)

 

 

By:        /s/ Nitin Amersey                                  ___     

Its:      Chief Financial Officer                           _      

Date:   19.05.2017         ___________                        

   
  ,