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):   December 12, 2018 (December 18, 2018)

 

PAYMEON, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

000-53574

20-4959207

(State or Other Jurisdiction
of Incorporation

(Commission File Number)

(I.R.S Employer
Identification Number)

 

2688 NW 29 th Terrace, Oakland Park, Florida 33311

(Address of Principal Executive Offices) (Zip Code)

844-422-7258

(Registrant’s Telephone Number, including Area Code)

N/A

(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(b))

¨

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 checkmark 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.

 

On December 12, 2018, PayMeOn, Inc., a Nevada corporation (the “ Company ”), filed Articles of Merger (the “ Articles of Merger ”) with the Secretary of State of Nevada.


As permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Articles of Merger was to effect a change of the Company's name from PayMeOn, Inc. to Basanite, Inc. (the “ Merger ”).


The Merger and the name change do not affect the rights of the Company’s shareholders and the shareholders of the Company are not required to take any action as a result of the name or symbol change.


The Merger will be consummated pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”) whereby the Company agreed to merge with its recently formed wholly owned subsidiary, Basanite, Inc., a Nevada corporation with no material operations (“ Merger Sub ”). Upon the consummation of the Merger on 12:01 a.m. December 19, 2018, the separate existence of Merger Sub will cease and shareholders of the Company became shareholders of the surviving company named Basanite, Inc. and the Company’s Articles of Incorporation will be deemed amended to reflect the change in the Company's new corporate name.


The Company has notified the Financial Industry Regulatory Authority (“ FINRA ”) of the name change. The name change will take effect in the market upon approval by FINRA. Once FINRA approves the name change, the Company will be issued a new symbol and the Company will disclose the change in a subsequent Current Report on Form 8-K and press release.


A copy of the Merger Agreement is attached hereto as Exhibit 2.1. A copy of the Articles of Merger is attached hereto as Exhibit 3.1.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

 

The information set forth in Item 1.01 is incorporated herein by reference.


Item 8.01

Other Events.


The information set forth in Item 1.01 is incorporated herein by reference..


Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibits filed as part of this Current Report are as follows:

 

 

 

 

Exhibit

Number

 

Description

 

 

 

2.1

 

Agreement and Plan of Merger, dated December 11, 2018, by and between PayMeOn, Inc. and Basanite, Inc.

3.1

 

Articles of Merger as filed with the Nevada Secretary of State on December 12, 2018.

 

 

 










 


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, thereunto duly authorized.

Dated:  December 18, 2018


 

PAYMEON, INC.

 

 

 

 

By:

/s/ David Anderson

 

 

David Anderson

 

 

Chief Executive Officer

 

 

 









EXHIBIT 2.1


AGREEMENT AND PLAN OF MERGER



THIS AGREEMENT AND PLAN OF MERGER, dated as of December 11, 2018, is by and between PayMeOn, Inc., a Nevada corporation (“ Parent ”), and Basanite, Inc. a Nevada corporation and a direct wholly-owned subsidiary of Parent (“ Basanite ”) (Parent and Basanite are hereinafter collectively referred to as the “ Constituent Corporations ”).



BACKGROUND


WHEREAS, the board of directors of Parent has determined that it is advisable and in the best interests of the respective companies to enter into a business combination by means of the merger of Basanite,  with and into Parent (the “ Merger ”) and has approved and adopted this Agreement and Plan of Merger (the “ Agreement ”).


NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


AGREEMENT


1.

Merger and Effective Time . Effective upon the filing of the Articles of Merger (the “ Articles of Merger ”), entered into concurrently herewith, with the Secretary of State of the State of Nevada (the “ Effective Time ”), Basanite shall be merged with and into Parent (the “ Merger ”) and Parent shall be the surviving corporation of the Merger (the “ Surviving Corporation ”).


2.

Effect of Merger . At the Effective Time, the Basanite, shall merge with and into Parent and the separate existence of Basanite shall cease. The effect of the Merger shall be as provided in the Nevada Revised Statutes. Without limiting the generality of the foregoing, as a result of the Merger all rights, powers, privileges, obligations and duties of Basanite, shall become the rights, powers, privileges, obligations and duties of the Surviving Corporation.


3.   Name of Surviving Corporation . The name of the Surviving Corporation shall be “ Basanite, Inc.


4.   Governing Documents . The Articles of Incorporation of Parent, as amended to the extent provided in the Articles of Merger, and the Bylaws of Parent, as in effect at the Effective Time, shall continue in full force and effect as the Articles of Incorporation and Bylaws of the Surviving Corporation until sooner terminated or changed as permitted by the provisions of Nevada Revised Statutes, as amended.


5.   Directors and Officers . At the Effective Time, the directors and the officers of the Surviving Corporation shall be the incumbent directors and officers of Parent, all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Articles of Incorporation or Bylaws of the Surviving Corporation.



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6.

Conversion of Securities and Consideration . At the Effective Time, by virtue of the Merger and in consideration therefor, and without any action on the part of the Constituent Corporations or any stockholder thereof, (i) each share of Basanite Common Stock shall be cancelled, and (ii) each share of Parent's Common Stock shall remain unchanged in the hands of the holder thereof as an outstanding share of the Surviving Corporation.


7.

Representations and Warranties of Parent . Parent represents and warrants to Basanite,  that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and Plan of Merger and to execute the Articles of Merger and to perform its obligations hereunder, (c) this Agreement has been duly executed and delivered by Parent, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Parent, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Articles of Incorporation or Bylaws of Parent.


8.

Representations and Warranties of Basanite,  . Basanite,  represents and warrants to Parent that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to perform its obligations hereunder, (c) this Agreement has been duly executed and delivered by Basanite, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Basanite, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Articles of Incorporation or Bylaws of Basanite, .


9.

Entire Agreement . This Agreement sets forth the entire agreement and understanding among the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every kind and nature among them.


10.

Severability .  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect.


11.

Termination . Prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by action of the Board of Directors of Parent, acting in its sole discretion.


12.

Amendment . Prior to the Effective Time, this Agreement may be amended, modified or supplemented only by an agreement in writing executed by both Constituent Corporations.


13.

Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of law.


14.

Headings . The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.


15.

Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.



 

PAYMEON, INC.



      

By: /s/ David Anderson             

      Name: David Anderson

      Title:   President



BASANITE, INC.



      

By: /s/ David Anderson             

      Name: David Anderson

      Title:   President




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EXHIBIT 3.1


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