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): August 30, 2016
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AIRBORNE WIRELESS NETWORK |
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(Exact name of Company as specified in its charter) |
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Nevada |
333-179079 |
27-4453740 |
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(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
4115 Guardian Street, Suite C, Simi Valley, California 93063
(Address of principal executive offices)
(805) 583-4302
(Company’s Telephone Number)
_____________________________________________________
(Former name, address and telephone number specified on last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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)
¨ 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 30, 2016, Airborne Wireless Network, a Nevada corporation (the “Company”), entered into and executed a written Memorandum of Understanding with Jet Midwest Group, LLC (“Jet Midwest”) (the “Memorandum”).
Pursuant to the provisions of the Memorandum, Jet Midwest will provide to the Company the use of three aircraft, for the purpose of enabling the Company to complete the FAA certification process.
The foregoing information regarding of the Memorandum does not purport to be complete and is qualified in its entirety by reference to the Memorandum, a copy which is attached hereto as Exhibit 10.1 and is in incorporated herein by this reference.
ITEM 7.01 REGULATION FD
On August 31, 2016, the Company issued a press release announcing the Memorandum..
A copy of that press release is attached to this Current Report as Exhibit 99.1. In accordance with General Instruction B.2 of the Form 8-K, the information set forth in this ITEM 7.01 and in that press release is deemed to be “furnished” and shall not be deemed to be “filed” for purpose of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information et forth this ITEM 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely to satisfy the requirements of Regulation FD.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibits |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AIRBORNE WIRELESS NETWORK | |||
| Date: August 31, 2016 | By | /s/ J. Edward Daniels | |
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J. Edward Daniels |
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President and sole director |
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EXHIBIT INDEX
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Exhibit Number |
Exhibit Description |
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Memorandum of Understanding between Airborne Wireless Network and Jet Midwest Group, LLC dated August 30, 2016.
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Subject to Contract
Memorandum of Understanding
Between
Airborne Wireless Network.
4115 Guardian Street Suite C
Simi Valley, CA 93063
and
Jet Midwest Group, LLC
5959 W Century Blvd,
Los Angeles, CA 90045
This Memorandum of Understanding ("MOU") sets forth the terms and understanding between the parties regarding the use of, and compensation for certain, Jet Midwest aircraft for the purpose of completing Airborne Wireless Network’s FAA certification process. Except as otherwise stated herein, this MOU is not intended to be and does not constitute a legally binding obligation of any party hereto, and no individual or entity will have any rights or obligations of any kind whatsoever relating to the transactions contemplated herein unless and until definitive documentation with respect thereto is executed and delivered. Airborne Wireless Network obtained Apcentive Inc.’s assets free and clear through an asset purchase in August 2016; this MOU supersedes all prior proposals regarding the patent including the MOU entered between JMW and the previous patent owner.
Purpose
This MOU establishes the mutually beneficial relationship between Airborne Wireless Network. and Jet Midwest Group, LLC, including any affiliate which controls, is controlled by or is under common control with JMW including a trust (“JMW”) for the purpose of completing Airborne Wireless Network’s FAA certification process, and offering defined benefits to Jet Midwest.
Background
Airborne Wireless Network is a developer of the next generation of airborne connectivity. As part of its certification process, Airborne Wireless Network business plan requires the short-term leasing of large aircraft. The certification process is broken down in three stages; ground only, airborne with up to three aircraft, minimum required is two, and the pre-commercial phase, using up to 20 aircraft. Through a personal introduction the opportunity arose to use JMW’s aircraft based on a mutually acceptable payment arrangement, paying only the actual expenses, the difference would be in exchange for a percentage of Airborne Wireless Network equity (ratio to be determined).
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Benefits
There are distinct benefits to both parties; these are defined as follows:
For Airborne Wireless Network –
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1. | The availability of aircraft to allow Airborne Wireless Network to complete each of the Alpha stages of its FAA certification. |
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2. | Assistance with, or referrals for Airborne Wireless Networks Beta test stage(s) |
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3. | Jet Midwest’s assistance and guidance in the areas of equipment fitting, ground testing, and flight testing of onboard systems. |
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4. | The ability for Airborne Wireless Network to obtain its Production Certificate and applicable FAA Supplemental Type Certificate’s at a reasonable cost. |
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5. | The ability to reach the milestones in Airborne Wireless Network’s business plan. |
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6. | Airborne Wireless Network’s budget includes the costs of returning modified aircraft to pre-modification condition; using “aircraft awaiting scrapping” reduces this cost. |
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7. | Airborne Wireless Network’s value increased with each milestone; access to aircraft is one of these milestones. |
For Jet Midwest –
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1. | Reactivation and relocation of the Aircraft. |
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2. | Aircraft awaiting refurbishing “stay fresher”. Systems are being exercised and lubricated, ultimately strengthening the value proposition. |
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3. | The real costs are covered by Airborne Wireless Network during the process, reducing the maintenance and storage costs. |
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4. | JMW has an opportunity to obtain Airborne Wireless Network equity. |
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5. | JMW has an opportunity to convert services into Airborne Wireless Network equity. |
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6. | JMW receives additional trade recognition as being one of Airborne Wireless Network’s pioneering partners. |
Confidentiality
The terms of this MOU and all other discussions regarding this transaction shall remain strictly confidential, and subject the Mutual Non-Disclosure Agreement of even date hereof.
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Approvals
JMW requires full board approval for any transaction to become a binding obligation. Airborne Wireless Network a public entity will obtain approval in writing from JMW prior to issuing any press release’s regarding JMW.
Duration
This MOU shall be valid until superseded by the final agreement between the parties.
Intent
It is the intent of this MOU to reach a definitive agreement by no later than September 30 th 2016, or such later date which is practical for both parties.
Contact Information
Airborne Wireless Network, INC.
J. Edward Daniels,
President.
4115 Guardian Street, Suite C
Simi Valley, CA. 93063
Office +1 805 583-4302
Jet Midwest Group, LLC.
Kevin Lee, Executive Vice President
5959 West Century Blvd., Suite 1412
Los Angeles, CA. 90045
Office +1 310 568-8334
___________________________ Date:
Airborne Wireless Network.
By J. Edward Daniels,
President.
___________________________ Date:
Jet Midwest Group, LLC
By Paul Kraus
CEO
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Press Release dated August 31, 2016, announcing the Memorandum of Understanding, between Airborne Wireless Network and Jet Midwest Group, LLC.
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AIRBORNE WIRELESS NETWORK SIGNS MOU WITH JET MIDWEST GROUP FOR BOEING 757 JETLINERS FOR ITS PROOF OF AIRBORNE NETWORK CONCEPT
August 31 st , 2016 Simi Valley, California (OTC QB: ABWN)
Airborne Wireless Network (the company) is pleased to announce that it has entered into a Memorandum Of Understanding with Kansas City-based Jet Midwest Group (Jet Midwest). The memorandum states that both parties have agreed to enter into a definitive agreement by September 30, 2016. The memorandum further states that Jet Midwest Group would be providing up to three Boeing 757-223 Jetliners to Airborne Wireless Network for its “proof of network concept” and FAA certification testing. Two of these Boeing 757-223’s have tentatively been designated for the company’s use.
Once the aircraft have been fitted with Airborne Wireless’ equipment and ground-testing has been completed, the company plans to fly these commercial jets from Roswell, New Mexico to Kansas City, Missouri. According to the FAA, this will be a historic “first ever” flight of a meshed commercial airliner-based network.
Jet Midwest Group is one of the fastest growing aviation supply companies providing transport aircraft, engines, and replacement parts to aviation operators worldwide. JMG operates a 1.2 million sq. foot warehouse on over 30 acres of tarmac at the former TWA facilities located at Kansas City International Airport.
Airborne Wireless Network views its relationship with Jet Midwest as significant. This relationship, when finalized, will allow the company to minimize its pre-rollout testing and development costs.
Airborne Wireless Network
www.airbornewirelessnetwork.com
info@airbornewirelessnetwork.com
805-583-4302
This release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of the company's management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward looking statements. Risks and uncertainties include, but are not limited to, availability of capital, general industry conditions and competition; general economic factors; the impact of industry regulation; technological advances; new products and patents attained by competitors; challenges in new product development; manufacturing difficulties or delays; dependence on the effectiveness of the company's patents; and the exposure to litigation, including patent litigation, and/or regulatory actions.
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