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 15, 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):
[_] 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 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 a Material Definitive Agreement.
On December 15, 2017, Liberated Syndication Inc, a Nevada corporation (the “Company”) issued 1,100,000 restricted common shares to the Company’s Chief Executive Officer, 900,000 restricted common shares to the Chief Financial Officer and 200,000 restricted common shares to each of the Company’s three independent board members. The awards were valued at $1.52 per share upon issuance and vest in 50% tranches upon achieving the following milestones: 1) Average closing price of $5.00 per share for 10 consecutive days within 30 months of the date of grant; 2) Average closing price of $7.00 per share for 10 consecutive days within 36 months of the date of grant. Such average closing prices will be adjusted for stock splits and any unvested shares will be forfeited if such milestones are not achieved by such dates.
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 December 15, 2017*
10.2 Stock Agreement of John Busshaus dated December 15, 2017*
10.3 Stock Agreement of Douglas Polinsky dated December 15, 2017*
10.4 Stock Agreement of Denis Yevstifeyev dated December 15, 2017*
10.5 Stock Agreement of John G. Smith dated December 15, 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: December 18, 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 December 15, 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 1,100,000 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 following milestones and forfeiture clauses for these shares of stock.
1. $5.00 per share
When the Company obtains an average of $5.00 per share closing price (adjusted for stock splits) for any 10 consecutive trading days, the Employee will retain 50% of the stock (550,000 shares), if obtained within 30 months.
2. $7.00 per share
When the Company obtains an average of $7.00 per share closing price (adjusted for stock splits) for any 10 consecutive trading days, the Employee will retain 50% of the stock (550,000 shares), if obtained within 36 months.
The effect of this grant on the market cap of the Company will NOT be taken into consideration in attaining the milestone goals for the stock agreement dated April 13, 2017 between Christopher Spencer and Liberated Syndication Inc.
ACCEPTED AND AGREED TO:
Christopher Spencer
By:___________________________________________________
Name: Christopher Spencer
Liberated Syndication Inc.
By:_____________________________________________________
Name: Greg Smith
Title: Chair of Compensation Committee
Stock Agreement
This Stock Agreement (the “Agreement”), dated as of December 15, 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 900,000 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 following milestones and forfeiture clauses for these shares of stock.
1. $5.00 per share
When the Company obtains an average of $5.00 per share closing price (adjusted for stock splits) for any 10 consecutive trading days, the Employee will retain 50% of the stock (450,000 shares), if obtained within 30 months.
2. $7.00 per share
When the Company obtains an average of $7.00 per share closing price (adjusted for stock splits) for any 10 consecutive trading days, the Employee will retain 50% of the stock (450,000 shares), if obtained within 36 months.
The effect of this grant on the market cap of the Company will NOT be taken into consideration in attaining the milestone goals for the stock agreement dated April 13, 2017 between John Busshaus and Liberated Syndication Inc.
ACCEPTED AND AGREED TO:
John Busshaus
By:___________________________________________________
Name: John Busshaus
Liberated Syndication Inc.
By:_____________________________________________________
Name: Chris Spencer
Title: Chief Executive Officer
Stock Agreement
This Stock Agreement (the “Agreement”), dated as of December 15, 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 200,000 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 following milestones and forfeiture clauses for these shares of stock.
1. $5.00 per share
When the Company obtains an average of $5.00 per share closing price (adjusted for stock splits) for any 10 consecutive trading days, the Director will retain 50% of the stock (100,000 shares), if obtained within 30 months.
2. $7.00 per share
When the Company obtains an average of $7.00 per share closing price (adjusted for stock splits) for any 10 consecutive trading days, the Director will retain 50% of the stock (100,000 shares), if obtained within 36 months.
The effect of this grant on the market cap of the Company will NOT be taken into consideration in attaining the milestone goals for the stock agreement dated April 13, 2017 between Douglas Polinsky and Liberated Syndication Inc.
ACCEPTED AND AGREED TO:
Douglas Polinsky
By:___________________________________________________
Name: Douglas Polinsky
Liberated Syndication Inc.
By:_____________________________________________________
Name: Chris Spencer
Title: Chairman of the Board of Directors
Stock Agreement
This Stock Agreement (the “Agreement”), dated as of December 15, 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 200,000 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 following milestones and forfeiture clauses for these shares of stock.
1. $5.00 per share
When the Company obtains an average of $5.00 per share closing price (adjusted for stock splits) for any 10 consecutive trading days, the Director will retain 50% of the stock (100,000 shares), if obtained within 30 months.
2. $7.00 per share
When the Company obtains an average of $7.00 per share closing price (adjusted for stock splits) for any 10 consecutive trading days, the Director will retain 50% of the stock (100,000 shares), if obtained within 36 months.
The effect of this grant on the market cap of the Company will NOT be taken into consideration in attaining the milestone goals for the stock agreement dated April 13, 2017 between Denis Yevstifeyev and Liberated Syndication Inc.
ACCEPTED AND AGREED TO:
Denis Yevstifeyev
By:___________________________________________________
Name: Denis Yevstifeyev
Liberated Syndication Inc.
By:_____________________________________________________
Name: Chris Spencer
Title: Chairman of the Board of Directors
Stock Agreement
This Stock Agreement (the “Agreement”), dated as of December 15, 2017, confirms our understanding with respect to the issuance of Common Stock of Liberated Syndication Inc. (the “Company”) to John Smith (the “Director”) with respect to the matters set forth herein.
The Board of Directors has awarded 200,000 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 following milestones and forfeiture clauses for these shares of stock.
1. $5.00 per share
When the Company obtains an average of $5.00 per share closing price (adjusted for stock splits) for any 10 consecutive trading days, the Director will retain 50% of the stock (100,000 shares), if obtained within 30 months.
2. $7.00 per share
When the Company obtains an average of $7.00 per share closing price (adjusted for stock splits) for any 10 consecutive trading days, the Director will retain 50% of the stock (100,000 shares), if obtained within 36 months.
The effect of this grant on the market cap of the Company will NOT be taken into consideration in attaining the milestone goals for the stock agreement dated April 13, 2017 between John Smith and Liberated Syndication Inc.
ACCEPTED AND AGREED TO:
John Smith
By:___________________________________________________
Name: John Smith
Liberated Syndication Inc.
By:_____________________________________________________
Name: Chris Spencer
Title: Chairman of the Board of Directors