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): April 13, 2017
LIBERATED SYNDICATION INC.
(Exact Name of Registrant as Specified in Charter)
|
Nevada |
333-209599 |
47-5224851 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
5001 Baum Boulevard Pittsburgh, Pennsylvania 15213 |
|
(Address of Principal Executive Offices and Zip Code) |
Registrant’s telephone number, including area code: (412) 621-0902
_____________________________________
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 April 13, 2017, Liberated Syndication Inc, a Nevada corporation (the “Company”) issued 1,500,000 of common shares to the CEO, 1,250,000 shares to the CFO and 300,000 to each of the Company’s three independent board members. The awards were valued at $0.48 per share and vest in 25% tranches upon achieving the following milestones or the stock will be forfeited: 1) Up-list to NASDAQ within 24 months; 2) Market cap of $25 Million for 5 consecutive days within 12 months; 3) Market cap of $50 Million for 5 consecutive days within 18 months: 4) Market cap of $75 Million for 5 consecutive days within 24 months
The Stock Agreements of Messrs. Spencer, Busshaus, Polinsky, Yevstifeyev and Smith are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are incorporated herein by reference. The foregoing descriptions of the Stock Agreements do not purport to be complete and are qualified in their entirety by reference to such exhibits.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth above in Item 1.01 is hereby incorporated into this Item 3.02 by reference.
Item 9.01
Financial Statements and Exhibits
(a)
Exhibits
Description
10.1
Stock Agreement of Christopher J. Spencer dated April 13, 2017*
10.2
Stock Agreement of John Busshaus dated April 13, 2017*
10.3
Stock Agreement of Douglas Polinsky dated April 13, 2017*
10.4
Stock Agreement of Denis Yevstifeyev dated April 13, 2017*
10.5
Stock Agreement of John G. Smith dated April 13, 2017*
* Indicates a management contract or compensatory plan or arrangement.
SIGNATURE
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.
|
Dated: April 13, 2017 |
LIBERATED SYNDICATION INC. |
|
|
|
By: |
/s/ Christopher J. Spencer |
|
|
|
Name: Christopher J. Spencer |
|
|
|
Title: CEO and President |
STOCK AGREEMENT
This Stock Agreement (the “Agreement”), dated as of April 13, 2017, confirms our understanding with respect to the issuance of Common Stock of Liberated Syndication Inc. (the “Company”) to Christopher Spencer (the “employee”) with respect to the matters set forth herein.
The Board of directors has awarded 1,500,000 shares of the Company’s common stock (the “stock”), subject to certain milestones and forfeiture clauses, to the employee. In an effort to incentivize the employee, the Board of Directors has set forth the follow milestones and forfeiture clauses for these shares of stock.
1. $25 Million Market Cap
When the company obtains a $25Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares). If not obtained within 12 months of the date of this agreement, 25% of the stock will be forfeited by the employee.
2. $50 Million Market Cap
When the company obtains a $50Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares). If not obtained within 18 months of the date of this agreement, 25% of the stock will be forfeited by the employee.
3. $75 Million Market Cap
When the company obtains a $75Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (375,000 shares). If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the employee.
4. Up-list to NASDAQ
The date the Company up-lists to NASDAQ, the employee will retain 25% of the stock (375,000 shares). If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the employee.
ACCEPTED AND AGREED TO:
Christopher Spencer
By: /s/ Christopher Spencer
Name: Christopher Spencer
Liberated Syndication Inc.
Name: John G. Smith
Title: Board Member and Chair of Compensation Committee
STOCK AGREEMENT
This Stock Agreement (the “Agreement”), dated as of April 13, 2017, confirms our understanding with respect to the issuance of Common Stock of Liberated Syndication Inc. (the “Company”) to John Busshaus (the “employee”) with respect to the matters set forth herein.
The Board of directors has awarded 1,250,000 shares of the Company’s common stock (the “stock”), subject to certain milestones and forfeiture clauses, to the employee. In an effort to incentivize the employee, the Board of Directors has set forth the follow milestones and forfeiture clauses for these shares of stock.
1. $25 Million Market Cap
When the company obtains a $25Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (312,500 shares). If not obtained within 12 months of the date of this agreement, 25% of the stock will be forfeited by the employee.
2. $50 Million Market Cap
When the company obtains a $50Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (312,500 shares). If not obtained within 18 months of the date of this agreement, 25% of the stock will be forfeited by the employee.
3. $75 Million Market Cap
When the company obtains a $75Million average market cap for any 5 consecutive days, the employee will retain 25% of the stock (312,500 shares). If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the employee.
4. Up-list to NASDAQ
The date the Company up-lists to NASDAQ, the employee will retain 25% of the stock (312,500 shares). If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the employee.
ACCEPTED AND AGREED TO:
John Busshaus
By: /s/ John Busshaus
Name:
John Busshaus
Liberated Syndication Inc.
Name: Christopher Spencer
Title: CEO
STOCK AGREEMENT
This Stock Agreement (the “Agreement”), dated as of April 13, 2017, confirms our understanding with respect to the issuance of Common Stock of Liberated Syndication Inc. (the “Company”) to Douglas Polinsky (the “Director”) with respect to the matters set forth herein.
The Board of directors has awarded 300,000 shares of the Company’s common stock (the “stock”), subject to certain milestones and forfeiture clauses, to the director. In an effort to incentivize the Directors, the Board of Directors has set forth the follow milestones and forfeiture clauses for these shares of stock.
1. $25 Million Market Cap
When the company obtains a $25Million average market cap for any 5 consecutive days, the director will retain 25% of the stock (75,000 shares). If not obtained within 12 months of the date of this agreement, 25% of the stock will be forfeited by the director.
2. $50 Million Market Cap
When the company obtains a $50Million average market cap for any 5 consecutive days, the director will retain 25% of the stock (75,000 shares). If not obtained within 18 months of the date of this agreement, 25% of the stock will be forfeited by the director.
3. $75 Million Market Cap
When the company obtains a $75Million average market cap for any 5 consecutive days, the director will retain 25% of the stock (75,000 shares). If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the director.
4. Up-list to NASDAQ
The date the Company up-lists to NASDAQ, the director will retain 25% of the stock (75,000 shares). If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the director.
ACCEPTED AND AGREED TO:
Douglas Polinsky
By:/s/ Douglas Polinsky
Name: Douglas Polinsky
Liberated Syndication Inc.
Name: Christopher Spencer
Title: Board Chair and CEO
STOCK AGREEMENT
This Stock Agreement (the “Agreement”), dated as of April 13, 2017, confirms our understanding with respect to the issuance of Common Stock of Liberated Syndication Inc. (the “Company”) to Denis Yevstifeyev (the “Director”) with respect to the matters set forth herein.
The Board of directors has awarded 300,000 shares of the Company’s common stock (the “stock”), subject to certain milestones and forfeiture clauses, to the director. In an effort to incentivize the Directors, the Board of Directors has set forth the follow milestones and forfeiture clauses for these shares of stock.
1. $25 Million Market Cap
When the company obtains a $25Million average market cap for any 5 consecutive days, the director will retain 25% of the stock (75,000 shares). If not obtained within 12 months of the date of this agreement, 25% of the stock will be forfeited by the director.
2. $50 Million Market Cap
When the company obtains a $50Million average market cap for any 5 consecutive days, the director will retain 25% of the stock (75,000 shares). If not obtained within 18 months of the date of this agreement, 25% of the stock will be forfeited by the director.
3. $75 Million Market Cap
When the company obtains a $75Million average market cap for any 5 consecutive days, the director will retain 25% of the stock (75,000 shares). If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the director.
4. Up-list to NASDAQ
The date the Company up-lists to NASDAQ, the director will retain 25% of the stock (75,000 shares). If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the director.
ACCEPTED AND AGREED TO:
Denis Yevstifeyev
By: /s/ Denis Yevstifeyev
Name: Denis Yevstifeyev
Liberated Syndication Inc.
Name: Christopher Spencer
Title: Board Chair and CEO
STOCK AGREEMENT
This Stock Agreement (the “Agreement”), dated as of April 13, 2017, confirms our understanding with respect to the issuance of Common Stock of Liberated Syndication Inc. (the “Company”) to John G. Smith (the “Director”) with respect to the matters set forth herein.
The Board of directors has awarded 300,000 shares of the Company’s common stock (the “stock”), subject to certain milestones and forfeiture clauses, to the director. In an effort to incentivize the Directors, the Board of Directors has set forth the follow milestones and forfeiture clauses for these shares of stock.
1. $25 Million Market Cap
When the company obtains a $25Million average market cap for any 5 consecutive days, the director will retain 25% of the stock (75,000 shares). If not obtained within 12 months of the date of this agreement, 25% of the stock will be forfeited by the director.
2. $50 Million Market Cap
When the company obtains a $50Million average market cap for any 5 consecutive days, the director will retain 25% of the stock (75,000 shares). If not obtained within 18 months of the date of this agreement, 25% of the stock will be forfeited by the director.
3. $75 Million Market Cap
When the company obtains a $75Million average market cap for any 5 consecutive days, the director will retain 25% of the stock (75,000 shares). If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the director.
4. Up-list to NASDAQ
The date the Company up-lists to NASDAQ, the director will retain 25% of the stock (75,000 shares). If not obtained within 24 months of the date of this agreement, 25% of the stock will be forfeited by the director.
ACCEPTED AND AGREED TO:
John G. Smith
By:/s/ John G. Smith
Name: John G. Smith
Liberated Syndication Inc.
Name: Christopher Spencer
Title: Board Chair and CEO