UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 0R 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 31, 2018

 

Bravatek Solutions, Inc.

(Exact name of registrant as specified in its charter)

  

Colorado

(State or Other Jurisdiction of Incorporation)

 

000-1449574

 

32-0201472

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

2028 E Ben White Blvd, Suite 240-2835, Austin, Texas

 

78741

(Address of Principal Executive Offices)

 

(Zip Code)

 

(866) 204-6703

(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 (see General Instruction A.2. below):

 

¨ 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 (§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 Material Definitive Agreement.

 

As previously disclosed in the Current Report on Form 8-K filed on May 14, 2018, by Bravatek Solutions, Inc., a Colorado corporation (the “ Company ”), on May 8, 2018, the Company entered into an Equity Purchase Agreement (the “ Equity Purchase Agreement ”) with Triton Funds, LP, a Delaware limited partnership (the “ Investor ”), pursuant to which the Company had the right to require the Investor to purchase up to $500,000 (the “ Commitment Amount ”) of the Company’s common stock during a commitment period terminating on December 31, 2018 (the “ Termination Date ”) (or earlier termination pursuant to the terms of the Equity Purchase Agreement). The obligation of the Investor to purchase shares was subject to several conditions, including that the Company file a registration statement with the United States Securities and Exchange Commission within 60 days from the date of the Equity Purchase Agreement (the “ Registration Statement Filing Deadline ”).

 

On August 31, 2018, the Company and the Investor entered into an amendment to the Equity Purchase Agreement pursuant to which the Commitment Amount was increased to $1,000,000, the Termination Date was extended to June 30, 2019, and the Registration Statement Filing Deadline was extended from 60 days to 130 days from the date of the Equity Purchase Agreement.

 

The foregoing description of the amendment to the Equity Purchase Agreement is qualified in its entirety by the full text of the amendment, which is filed as Exhibit 10.1 to, and incorporated by reference in, this report.

 

Item 9.01 Financial Statements and Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

  

10.1

Amendment No. 1 to Equity Purchase Agreement by and between Bravatek Solutions, Inc. and Triton Funds, LP, dated August 31, 2018

  

 

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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.

 

 

 

BRAVATEK SOLUTIONS, INC.

       

Date: September 4, 2018

By: /s/ Thomas A. Cellucci

 

 

Thomas A. Cellucci

 
   

Chief Executive Officer

 

 

 

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EXHIBIT 10.1

 

A M E ND M E N T NO. 1

TO

E Q U I T Y PURCHASE AGREEMENT

 

This AMENDMENT NO. 1 (this “ Amendment ”) to that certain Equity Purchase Agreement dated May 7, 2018 (the “ Agreement ”), by and between Bravatek Solutions, Inc., a Colorado corporation (the “ Company ”), and Triton Funds LP, a Delaware limited partnership (the “ Investor ”), is made and entered into by and between the Company and the Investor effective as of the 30th day of August, 2018 (the “ Effective Date ”).

 

RECITALS:

 

WHEREAS the Company and the Investor desire to amend the terms of the Agreement as set forth herein; and

 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows:

 

1. Defined Terms . Capitalized terms used but not defined herein have the meanings given to them in the Agreement.

 

2. Amendments .

 

a. The following capitalized terms defined in Section 1.1 of the Agreement shall have the following amended meanings specified or indicated:

 

 

i. “Commitment Amount” shall mean One Million Dollars ($1,000,000) .

 

 

 

 

ii. “Commitment Period” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have purchased Capital Call Shares pursuant to this Agreement equal to the Commitment Amount, (ii) June 30, 2019 , or (iii) written notice of termination by the Company to the Investor upon a material breach of this Agreement by Investor.

   

 
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b. Section 6.3 shall be restated in its entirety as follows:

 

Section 6.3 FILING OF CURRENT REPORT AND REGISTRATION STATEMENT . The Company agrees that it shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “ Current Report ”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Trading Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Trading Day from the date the Investor receives it from the Company. The Company shall also file with the SEC, within one hundred thirty (130) days from the date hereof, a new registration statement (the “ Registration Statement ”) covering only the resale of the Capital Call Shares.

 

3. All Other Terms Unchanged . Unless specifically amended by this instrument, or reasonably necessary to its application, all obligations, rights, undertakings and terms of the parties under the Agreement shall remain in full force and affect. This Amendment is not intended to, nor shall, amend any economic or other substantive terms of the Agreement, and is only intended to modify the agreement so that Company shall be acquired Parent by share exchange instead of by subsidiary merger.

 

4. Conflicting Provisions . Should any of the provisions of this Amendment conflict with any of the provisions of the Agreement, then the provisions of this Amendment shall apply.

 

5. Counterparts; Delivery . This Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. In addition, executed counterparts may be delivered by means of facsimile or other electronic transmission; and signatures so delivered shall be fully and validly binding to the same extent as the delivery of original signatures.

 

6. Miscellaneous .

 

a. This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

 

b. The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.

 

[ Signatures on Following Page ]

 

 
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IN WITNESS WHEREOF, each of the undersigned has caused this Amendment No. 1 to Equity Purchase Agreement to be signed by its duly authorized officer, effective as of the date indicated above.

 

 

 

T R I T O N FUNDS:

 

 

 

 

TRITON FUNDS LP

 

       
By: /s/ Tyler Hoffman

 

 

Tyler Hoffman, Authorized Signatory  
     
 

B R AVA TE K :

 

 

 

 

B R AVA TE K SOLUTIONS, INC.

 

 

 

 

 

 

By:

/s/ Thomas A. Cellucci

 

 

 

Thomas A. Cellucci, Chief Executive Officer

 

  

Signature Page to Amendment No. 1 to Equity Purchase Agreement

 

 

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