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): September 1, 2017
NABUFIT GLOBAL, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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0-11730 |
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84-1089377 |
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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626 East 1820 North
Orem, UT 84097
(Address of Principal Executive Offices)
801-362-2115
(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 ( 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
Effective August 31, 2017 NABUfit Global, Inc. (the “Company”) entered into an Agreement on Transfer of Shares (“Transfer Agreement”) with NABUfit Finance ApS, a Danish company (“Buyer”) wherein the Company agreed to sell to Buyer and Buyer agreed to purchase from the Company all of the issued and outstanding shares owned by the Company in its three wholly owned subsidiaries, NABUFIT Global, ApS, a Danish company (“ApS”), NABUFIT IP ApS, a Danish Company (“IP”) and NABUFIT China Ltd. (“China,” and together with ApS and IP, the “Subsidiaries”). The purchase price paid by Buyer for the Subsidiaries was DKK 250,000 (USD $40,000), plus possible additional consideration of up to DKK 350,000 ($55,000) n payments related to tax refunds due to the Subsidiaries in the fourth quarter of 2017.
A form of the Transfer Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K.
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Item 2.01 |
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Completion of Acquisition or Disposition of Assets |
The information regarding the Transfer Agreement and the sale of the Subsidiaries set forth in Item 1.01 is incorporated by reference into this Item 2.01.
Item 5.06 Change in Shell Company Status
As a result of the sale of the Subsidiaries, the Company no longer has any active operations and as a result is a “shell company” ” as defined in Rule 144(i)(1) of the Securities Act.
Item 8.01 Other Events.
On August 31, 2017, the Company issued a press release announcing the sale of the Subsidiaries. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 |
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Financial Statements and Exhibits. |
Exhibits . The following exhibits are being filed herewith:
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Description of Exhibits |
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10.1 |
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Transfer Agreement |
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99.1 |
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Press Release issued August 31, 2017 |
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, on the 1 st day of September, 2017.
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NABUFIT GLOBAL, INC.
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By: |
/s/ Robert Bench |
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Name: |
Robert Bench |
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Title: |
Chief Financial Officer |
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Exhibit Index to Current Report on Form 8-K
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Exhibit Number |
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Description of Exhibits |
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10.1 |
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Transfer Agreement |
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99.1 |
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Press Release |
Between
NABUfit Global, Inc.
CIK#: 0000726293626 East 1820 North
Orem, Utah 84097
(hereinafter “the Seller”)
and
NABUfit Finance ApS
CVR no. 38888927
Nyvang 16
5500 Middelfart
(hereinafter “the Buyer”)
is hereby concluded the following
AGREEMENT ON
TRANSFER OF
SHARES
1. TRANSFERRED OBJECT
1.1 Upon signing this share transfer agreement (hereinafter “the Agreement” and payment of the Purchase Price, the Buyer acquires 100% of the shares/ownership in the following of the Seller's subsidiaries:
- The total registered share capital, DKK 50,000, in NABUfit Global ApS, CVR no.
36955899.
- The total registered share capital, DKK 50,000, in NABUfit IP ApS, CVR no.
38187708.
- The total registered share capital (100% ownership) of the Seller's subsidiary in Hong Kong, called NABUfit China Limited, was incorporated on 27 October 2016.
The transferred object is collectively called “the Shares” and/or “the Companies.”
1.2 The Buyer is obligated to immediately register the new ownership with the Danish Business Authority and, if necessary, the equivalent location in Hong Kong immediately after the completion of the transfer.
2. PURCHASE PRICE
2.1 The purchase price for the transferred object amounts to DKK 250,000, two-hundred and fifty thousand kroner, which is paid in cash immediately after signing the Agreement by payment to the following account belonging to Németh Sigetty Advokatpartnerselskab:
Bank: Nordea A/S
Account: 2150-4391822919
2.2 The purchase price is not subject to indexation.
2.3 The transaction is considered realised when the purchase price is registered as paid in the above account. Németh Sigetty Advokatpartnerselskab is entitled and obliged to immediately pay the purchase to the Seller. No form of offsetting, arrears, outlays etc. may be made to the purchase price from the Buyer's side.
2.4 As soon as the Purchase Price is registered on the above account, the Seller will deliver ownership accounts for the Companies to the Buyer containing the identity of the new shareholder, free of third party claims. However, in practice this will not happen immediately with regard to the company in Hong Kong, as the parties first need to investigate how such a transfer is registered. The Seller and Buyer shall remain available to ensure registration in Hong Kong after signing the Agreement.
2.5 Simultaneous with section 2.4, the Seller must deliver the Companies' records etc., including but not limited to Annual General Meeting minutes, board meeting minutes and audit records, to the extent these may be in the Seller's possession. All documents mentioned above are delivered by the Company's auditor, Thomas Viscovich, and are also sent to Morten Krarup.
3. ADDITIONAL PAYMENTS
3.1 The Buyer and Seller expect that during the autumn of 2017, NABUfit Global ApS will receive an amount from the Danish Tax and Customs Administration (size to be determined). The Buyer and NABUfit Global ApS, who are signing this Agreement as required by this provision, must ensure that the Seller receives the following amounts as cash transfer from NABUfit Global ApS:
- If NABUfit Global ApS receives an amount from the Danish Tax and Customs Administration (for which the Company is required to seek recovery), the following amounts shall immediately be transferred to the Seller:
a) If NABUfit Global ApS receives DKK 2 million or more, the Seller will receive DKK 350,000.
b) 350,000. 1 million and DKK 1,999,999, the Seller will receive DKK 250,000.
c) 350,000. 500,000 and DKK 999,.999, the Seller will receive DKK 100,000.
d) If NABUfit Global ApS receives less than DKK 0.5 million, the Seller will receive DKK 0.
3.2 NABUfit Global ApS/the Buyer cannot under any circumstances have offsetting, arrears, outlays etc. in the above amount.
3.3 NABUFIT Global Inc. is entitled to notify the Danish Tax and Customs Administration or other authorities of transfers in the amount.
4. OTHER TERMS AND CONDITIONS
4.1 With regard to the Buyer's ultimate owner, Morten Krarup's, knowledge, or "should have" knowledge, of NABUfit Global ApS and NABUfit IP ApS' conditions, Director Morten Krarup is fully aware of all the Company's conditions and therefore cannot make any claims against the Seller in the form of compensation requirements and price cancellation, claims for offsetting etc.
The Buyer acknowledges that NABUfit has signed with Limited and has entered into a contract with SINA Sport, and is thus familiar with the contents of the contract. The company is managed locally, which may involve modest administrative costs.
4.2 The Buyer has not had the opportunity to conduct due diligence investigations of the Companies, cf. section 4.4.7, but as the Buyer is themselves the Director of the Companies (Morten Krarup) and has conducted the day-to-day operations, this does not apply to the Seller.
4.3 The Buyer waives the right to make any claims against the Seller and the Seller's Board of Directors, Executive Board or other employees.
4.4 However, the Seller agrees to and guarantees the following (exhaustive):
4.4.1 The Seller owns the Shares.
4.4.2 The Shares are freely transferable to the Buyer.
4.4.3 The Shares are unencumbered and free of any third party claims of any kind.
4.4.4 As far as the Seller knows the Companies have no significant debt other than what is disclosed to Ulla Wehner and/or Director Morten Krarup. As of 29 August 2017, the Seller has announced four additional creditors incumbent on the Companies, namely Neymar, Mo Farah, DI China and auditor Thomas Viscovich.
4.4.5 The Seller is not aware of circumstances that should have been disclosed to the Buyer in accordance with a seller's obligation of full disclosure.
4.5 It is agreed between the parties that NABUFIT Global Inc. will handle all press communications and possibly statements to the press, and that the Buyer, including the Directors/possible owners of NABUFIT FINANCE ApS, will not comment on the deal to the press in any regard.
5. COMPANY ACCOUNTS
5.1 As part of the deal, the Seller waives the right to any claims against the Companies (except as stated in item 3.1). The amortised amount is about DKK 42 million.
5.2 With respect to section 3.1, the Seller and the Companies cannot make claims against each other. This applies regardless of whether the Companies or the Seller have incurred expenses with each other over the years.
6. APPLICABLE LAW AND JURISDICTION
6.1 Any disputes that may arise between the Parties and/or the Companies are subject to Danish law. Disputes shall be settled by the Danish courts or by arbitration at the Danish Institute of Arbitration according to
the Danish Institute of Arbitration's prevailing rules on this at the beginning of the arbitration case, if the Parties can agree on this.
7. SIGNATURES
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As the Seller: |
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As the Buyer: |
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On behalf of the Board of Directors |
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For NABUfit Finance ApS: |
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of NABUfit Global, Inc. |
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Brian Mertz, CEO |
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Morten Krarup |
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Ole Sigetty, Attorney |
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Acceded with regard to section 3: |
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NABUfit Global ApS: |
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Morten Krarup |
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NABUfit IP ApS: |
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Morten Krarup |
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STOCK EXCHANGE RELEASE
NABUFIT Global Inc. NEWS RELEASE
626 East 1820 North
Orem, UT 84097
U.S.A.
NABUFIT Global, Inc. Sells Operating Subsidiaries
Effective August 30, 2017, NABUFIT Global, Inc. (“the Company”) announced the sale of its three wholly owned subsidiaries: NABUFIT Global ApS, NABUFIT IP ApS and NABUFIT China Ltd (“Operating Subsidiaries”) to NABUFIT Finance ApS, a Danish entity (“Finance”). In consideration for all the issued and outstanding capital stock of the Operating Subsidiaries, Finance paid NABUFIT Global, Inc. a cash payment and agreed to assume all liabilities, obligations and future operating expenses and assume the operations of the Operating Subsidiaries. In addition, Finance agreed to pay the Company additional consideration from amounts which it receives from one or more of the Operating Subsidiaries as a tax refund later in 2017.
As a result of the sale of the Operating Subsidiaries, the Company has no active business operations and will now search for future merger or acquisition candidates, and is therefore considered a “shell corporation” as defined in Rule 144(i)(1) of the Securities Act.
Brian Metz; CEO of the Company said “over the past two years we have developed a world class health and fitness portal and mobile applications. Although we have seen increased interest from potential users of the products, the Company has been unable to raise the significant capital required to sufficiently market the products and services on a global basis as anticipated. The management of Finance will take over the operations, liabilities and seek to raise the capital necessary to market the products and services. The Company and its board of directors viewed the sale of the Operating Subsidiaries, along with their liabilities and significant capital requirements, as the best option for the Company and its shareholders”.
“We are actively seeking to merge with or acquire one or more private companies to create business opportunities for the Company. We believe an appropriate merger or an acquisition strategy will create a foundation upon which the Company can expand into new markets and add new technologies, products, or services”.
About NABUFIT Global, Inc.
NABUFIT Global, Inc. is a US public company (NBFT). NABUFIT developed an online fitness platform for health and well-being through physical exercises, nutrition and lifestyle. The platform offers an interactive, customized experience founded on the workouts and participation of Sports Stars among here Neymar Jr., Mo Farrah, Peter Schmeichel, Michael Maze. The operations of the NABUFIT business has been headquartered in Denmark. Upon the disposition
of the Operating Subsidiaries, Finance will take over the active business operations related to the NABUFIT platform and other products and services. At this time, NABUFIT Global, Inc. has no business operations.
Forward-Looking Statements
Statements about the expected timing, and all other statements in this press release, other than historical facts, constitute forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date hereof and are based on current expectation and involve many assumptions, risks and uncertainties that could cause actual results to differ materially from those projected. Many of the matters discussed herein that are not historical or current facts deal with potential future circumstances and developments that may or may not materialize. This press release speaks only as of its date, and except as required by law, we disclaim any duty to update.
Contacts NABUFIT Global, Inc.:
Brian Mertz; CEO
+45023903300
bm@nabufit.com
Bob Bench: CFO
801-362-2115
bobbench@nabufit.com