UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
and Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 2, 2015
Commission File Number 000-54530
GOPHER PROTOCOL INC.
(Exact name of small business issuer as
specified in its charter)
Forex International
Trading Corp.
(Former Name of Registrant)
|
Nevada
|
27-0603137
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
23129 Cajalco Road, Perris, California 92570
(Address of principal
executive offices)
888-426-4780
(Issuer’s telephone number)
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 Instructions
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))
Item 1.01 Entry
Into A Material Definitive Agreement
Item 2.03 Creation of a Direct Financial
Obligation
Item 3.02 Unregistered Sales of Equity Securities
On March 4, 2015, Gopher Protocol
Inc. (the “Company”) entered into a Territorial License Agreement (the “License Agreement”) with
Hermes Roll LLC (“Hermes”), a Nevada limited liability company currently being formed. Pursuant to the License Agreement, Hermes will license to the Company, on an exclusive basis in the
State of California, certain intellectual property relating to
Hermes's system and method for
scheduling categorized deliverables, according to demand, at the customer’s location based on smartphone application
and/or via the internet,
in consideration of 100,000 shares of Series D Preferred Stock of the Company (the
“Preferred Shares”).
The Preferred Shares have no liquidation
rights. The Holder of the Preferred Shares will be entitled to vote on all matters submitted to shareholders of the Company on
an as-converted basis. The Preferred Shares have a conversion price of $0.01 (the "Conversion Price") and a stated value
of $10.00 per share (the “Stated Value”). Subject to the Company increasing its authorized shares of common stock to
500,000,000, each Preferred Share is convertible, at the option of the Holder, into such number of shares of common stock of the
Company as determined by dividing the Stated Value by the Conversion Price.
In addition, on March 2, 2015, the Company
and GV Global Communications, Inc. ("GV") amended that certain 10% Convertible Debenture (the "GV Debenture")
which debt underlying the GV Debenture was initially incurred on October 6, 2009 and exchanged for the GV Debenture on January
19, 2014. The parties agreed that the conversion price in the GV Debenture will not be impacted by the 1:1,000 stock split implemented
by the Company on February 24, 2015 and will remain $0.0075273.
The issuance of the Preferred Shares was
made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated
under Regulation D thereunder. Hermes is an accredited investor as defined in Rule 501 of Regulation D promulgated under
the Securities Act of 1933.
The foregoing information is a summary
of each of the matters described above, is not complete, and is qualified in its entirety by reference to the full text of the
exhibits, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those exhibits
for a complete understanding of the terms and conditions associated with these transactions.
|
Item 9.01
|
Financial Statements and Exhibits
|
(c) Exhibits.
|
Exhibit
Number
|
|
Description
|
|
4.1
4.2
10.1
|
|
Amendment to 10% Convertible Promissory Debenture
held by GV Global Communications, Inc.
Series D Preferred Stock Certificate of Designation
Territorial License Agreement dated March 4, 2015, by and between Gopher Protocol Inc. and Hermes Roll LLC
|
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.
|
|
GOPHER PROTOCOL INC.
|
|
|
|
|
|
By:
|
/s/ Igwekali Reginald Emmanuel
|
|
|
Name:
|
Igwekali Reginald Emmanuel
|
|
|
Title:
|
CEO, President, Secretary, Treasurer and Chairman
|
Date: March 11, 2015
3
Exhibit 4.2
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
|
|
Series D Preferred
Stock
Certificate of Designation
(PURSUANT TO NRS 78.1955)
|
|
|
USE BLACK
INK ONLY - DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
Certificate
of Designation For
Nevada
Profit Corporations
(Pursuant
to NRS 78.1955)
2.
By
resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes
the following regarding the voting powers, designations, preferences,
limitations, restrictions and relative rights of
the following class or series of stock.
|
Series
D Preferred Stock of the Corporation be adopted and issued as follows:
|
|
|
|
1
.
Designation and Authorized Shares. The Corporation shall be authorized to issue 100,000 shares
of
Series D Preferred Stock, par value $0.00001 per share (the "Series D Preferred Stock").
|
|
|
|
2. Stated Value. The
stated value of each issued shares of Series C Preferred Stock shall be deemed to be
$10.00 (the
"Stated Value").
|
|
|
|
3. Voting. Except as otherwise expressly required by law, each holder of Series D Preferred Stock shall be entitled to
vote on all matters submitted to shareholders of the Corporation on an as converted basis (see exhibit A)
|
|
|
|
|
|
3.
|
Effective date of filing: (optional)
|
|
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
|
|
Nevada Secretary of State Stock Designation
|
|
This form must be accompanied by appropriate fees.
|
Revised: 3-6-09
|
Exhibit A
|
4.
|
Liquidation.
|
The Series D Preferred Stock (the “Preferred Stock”) shall have no liquidation rights.
|
(a)
Subject to the Company increasing its authorized shares of common stock to 500,000,000, each share of Series D Preferred
Stock shall be convertible into shares of Common Stock determined by dividing the Stated Value of such share by the Set Price,
at the option of the Holder, at any time and from time to time. Holders shall effect conversions by providing the Corporation with
the form of conversion notice attached hereto as Annex A
(a “
Notice of Conversion
”), to the attention of
Chief Financial Officer. Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number
of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to
the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the Holder
delivers such Notice of Conversion to the Corporation by facsimile (the “
Conversion Date
”). If no Conversion
Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation
is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence
of manifest or mathematical error.
(b)
The conversion price for each share of Preferred Stock shall equal to $0.01 per share (the “
Set Price
”).
|
6.
|
Fractional Shares.
Series D Preferred Stock may only be issued in whole shares and not in fractions
of a share. If any interest in a fractional share of Series D Preferred Stock would otherwise be deliverable to a person entitled
to receive Series D Preferred Stock, the Company shall make adjustment for such fractional share interest by rounding up to
the next whole share of Series D Preferred Stock.
|
|
7.
|
Record Holders.
The Corporation and its transfer agent, if any, for the Series D Preferred Stock
may deem and treat the record holder of any shares of Series D Preferred Stock as reflected on the books and records of the
Corporation as the sole true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer
agent shall be affected by any notice to the contrary.
|
ANNEX A
NOTICE OF CONVERSION
(To be Executed by the Registered
Holder in order to convert shares of the Series D Preferred Stock)
The undersigned hereby elects
to convert the number of shares of the Series D Preferred Stock indicated below, into shares of common stock, $0.00001 par value
per share (the “
Common
Stock
”), of Gopher Protocol, Inc., a Nevada corporation (the “
Corporation
”),
according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than
undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates
and opinions as reasonably requested by the Corporation in accordance therewith. No fee will be charged to the Holder for any conversion,
except for such transfer taxes, if any.
Conversion calculations:
Date to Effect Conversion
________________________
Number of shares of Preferred Stock owned prior to
Conversion
________________________
Number of shares of Preferred Stock to be Converted
________________________
Stated Value of shares of Preferred Stock to be Converted
________________________
Number of shares of Common Stock to be Issued
$0.01 per share
________________________
Applicable Conversion Price
________________________
Number of shares of Preferred Stock subsequent to Conversion
________________________
|
|
[HOLDER]
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
2
Exhibit
10.1
Territorial
License Agreement
This
Territorial License Agreement
(
for the State of California only)
(“
Agreement
”) is made effective
as of March 4, 2015, by and between Gopher Protocol, Inc. (“
GP
”) and HERMES ROLL LLC, a Nevada limited liability
company to be formed (“
Licensor
” or “
HERMES
”).
WHEREAS,
GP wishes to develop Licensor’s intellectual property relating to novel way of master
scheduling
categorized deliverables, according to demand, at the customer’s location based on smartphone application, or the Internet
or by phone call (the “
Technology
”);
WHEREAS,
the Technology includes a method of obtaining from a customer a request, according to desired
delivery’s category, via smartphone application, the Internet, phone call or phone messaging;
WHEREAS,
the Technology identifies an origin-destination-pair and schedules a categorized delivery service
to the customer’s location;
WHEREAS,
the Technology also includes automatically identifying one or more available registered, categorized
transporters to provide the service;
WHEREAS,
the Technology dispatches the categorized deliverable provider to the customer’s location
and notifies the customer the estimate arrival time, as well as the actual arriving;
WHEREAS,
the Technology allows customer to pay at the time of service, pre-pay in advanced or billed at
a later time;
WHEREAS,
through the use of a sub-app of HERMES – (named NEFTAPP), that the Technology provides drivers with an alternative method
to procure fuel to fill-up their vehicles;
WHEREAS,
the method provides an electronic application addressing the mismatch between the volatility of the world crude market, where
oil companies are price takers in the short run, and the volatility of what consumers ultimately pay at the pump at gasoline stations;
WHEREAS,
with the Technology, the customer is provided a convenient, reliable, and a better (and safer) user experience than filling
up at the gas station, while shedding the price gouging that occurs at the pump;
WHEREAS,
the license provides that GP may manufacture, market and sell such products/service and Licensor wants GP to do so.
Both parties are familiar with the business of the other and therefore enter into this Agreement.
NOW,
THEREFORE,
the parties agree as follows:
1.
Grant of License.
The
LICENSOR, which has been provided an exclusive license to the Technology by from the patent holders, hereby grants GP the exclusive
license, throughout the State of California (with potential future expansion to other states), for the invented product/service
and the related trademarks described in
Exhibit A
relating to the Technology (the "
Licensed Item
")
and to use the know how to develop, manufacture, sell, market and distribute the Licensed Item throughout the State ofCalifornia.
Upon generating any revenue from this Agreement, GP will earn the first right of refusal for other territories.
2.
Consideration.
As
consideration for the entering into this Agreement, GP will issue Licensor 100,000 Shares of Series D Preferred Stock with the
rights and preferences as set forth in that certain Certificate of Designation attached hereto as
Exhibit B
. Hermes
has assigned the Series D Preferred Shares to the assignees set forth on
Exhibit C
(the “
Assignees
”).
HERMES and the Assignees hereby represents that it is an accredited investor as such term is defined under the Securities Act
of 1933, as amended. GP will not be required to pay any royalties in connection with this Agreement, other than an annual developer
fee equal to 2% of actual revenues generated during the three year period commencing upon generation of revenue. GP advised Hermes,
which shall in turn advise the Assignees, confirms that GP presently does not have the required authorized shares of common stock
to allow for the full conversion of the Series D Preferred Stock. However, the majority stockholder holding 50,000 shares of common
stock, representing 83.18% of the issued and outstanding shares of common stock of GP, has agreed to vote in favor of an increase
in the authorized shares of common stock to 500,000,000.
3.
Assignment of Rights.
This
Agreement is not assignable by either party. However, Hermes and/or the Assignees may assign its right and interest in the Series
D Preferred Shares.
Hermes and each Assignee hereby represent or shall represent that it
is purchasing the shares of Series D Preferred Stock for its own account as its own property. Each one of the
Assignees
state here by signing this Agreement that he, she or it has had their own attorney or consultation prior to entering this Agreement
and it fully aware of the instructions or guidelines for registration requirements or exemptions from registration under the Securities
Act of 1933, as amended, and related regulations, pertaining to the transfer of securities or otherwise.
4.
Term.
The
term of this Agreement shall be for a period of five (5) years; provided, however, in the event revenue during
any
fiscal
year for GP exceeds $2,500,000, then the term of this Agreement shall be perpetual.
5.
Warranties.
(a)
GP represents and warrants to the Licensor and list of recipients that: (i) this Agreement constitutes the legal, valid and binding
obligation of GP enforceable against GP in accordance with its terms and (ii) products based upon the Licensed Item will be of
good quality in design material and workmanship and will be manufactured, sold and distributed in accordance with applicable laws
and regulations.
(b)
HERMES and list of recipients warrants that the Licensed Item is original work and is wholly owned concept by HERMES or its list
of recipients and indemnifies licensee against claims from competing claims of ownership to the intellectual property, which is
the subject of this license. HERMES and its list of recipients represent and warrant that the Licensed Items are free of
all claims, liens and encumbrances. HERMES and its list of recipients further represents that this Agreement constitutes the legal,
valid and binding obligation of HERMES or its members enforceable against HERMES or its list of recipients in accordance with
its terms.
6.
Indemnity.
GP shall indemnify and hold the
Licensor harmless from any claim, action, proceeding or judgment and all costs associated with it.
7.
Notices.
Any
notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party
by personal delivery or a recognized overnight delivery service such as FedEx.
If
to the GP:
c/o
Olga Sashcenko
Vasiliy
Jukovskiy Str. 3 B2AP38
Kiev
03127 Ukraine
Telephone:
888-426-4780
If
to the Licensor:
c/o
IPM - M.D.M
PO
BOX 3411
Idyllwild
CA 92549
8.
No Waiver.
The
waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver
of any other right or remedy to which the party may be entitled.
9.
Entirety of Agreement.
The
terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or
previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly
or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than
in writing and signed by both parties.
10.
Governing Law; Choice of Forum; Arbitration.
This
Agreement shall be construed and enforced according to the laws of the State of Nevada and any dispute under this Agreement must
be brought in this venue and no other except as set forth below. Except as provided in this Agreement, any dispute, controversy
or claim arising out of or relating to this Agreement shall be settled by binding arbitration heard by one (1) arbitrator (who
shall be an attorney with experience in licensing matters), in accordance with the Commercial Arbitration Rules ("
Rules
")
of the American Arbitration Association. The arbitrator shall be appointed in accordance with the Rules. The parties hereto agree
that the venue of such arbitration shall be the County of Las Vegas, Nevada.
11.
Headings in this Agreement
The
headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms
of this Agreement.
12.
Severability.
If
any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including
all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
IN
WITNESS WHEREOF,
the parties hereto have caused their duly authorized representatives to execute this Agreement as of the
date first above written.
|
GOPHER PROTOCOL, INC.
|
HERMES LLC a NV LLC, to be formed
|
|
|
|
|
By:
/s/ Igwekali Reginald Emmanuel
|
By:
/s/ M.D. Murray
|
|
Name: Igwekali Reginald Emmanuel
|
Name: M.D. Murray
|
|
Title: CEO and Director
|
Title: Manager
|
|
|
|
Vladimir
Kirish, Individual
(Holder
of 50,000 common shares or 83.18% out of 60,108 common outstanding post-split effective 2/25/2015)
|
/s/ Vladimir Kirish
|
|
|
Vladimir Kirish, Individual
|
|
|
|
|
|
ACKNOWLEDGED AND AGREED (ASSIGNEES):
|
|
|
|
|
Direct Communications, Inc.
|
|
|
By:
/s/ Avady Vaynter
|
|
|
Name: Avady Vaynter
|
|
|
Title: President
|
|
|
|
|
|
/s/ Dan Rittman
|
/s/
Michael D. Murray
|
|
Dan Rittman *
|
Michael D. Murray *
|
|
|
|
|
/s/
Leova Dobris
|
|
|
Leova Dobris *
|
|
|
|
|
*
Assignee has advised that they intend to hold such shares of Series D Preferred Stock in an entity to be formed.
Exhibit
A – Products/Services/Trademarks
Exhibit
B – Certificate of Designation
Exhibit
C – Assignees
|
Assignee
|
Number
of Shares of Series D Preferred Stock
|
|
Direct
Communications, Inc.
|
9,200
|
|
Michael
D. Murray *
|
9,900
|
|
Dan
Rittman *
|
9,900
|
|
Leova
Dobris *
|
71,000
|
|
|
|
*
Assignee has advised that they intend to hold such shares of Series D Preferred Stock in an entity to be formed.
7