8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2017 (March 8, 2017)

Inventergy Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-26399	62-1482176
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

900 E. Hamilton Avenue #180 Campbell, CA	95008
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 389-3510

Not Applicable

(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 to 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)

¨ 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 Agreement.

On March 8, 2017, Inventergy Global, Inc. (the “Company”) entered into a lock-up agreement (the “Lock-Up Agreement”) with the holders (the “Stockholders”) of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”) pursuant to which the Stockholders agreed not to sell or otherwise dispose of any shares of common stock of the Company obtained upon conversion of their shares of Series E Preferred Stock at a per share price of less than $0.50 per share (subject to adjustment) until after March 31, 2017. A copy of the Lock-Up Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 8, 2017, the Company held a special meeting of stockholders (the “Stockholders’ Meeting”), pursuant to which the Company’s stockholders approved the three proposals listed below. Each of these proposals is described in detail in the Company’s proxy statement, filed with the Securities and Exchange Commission on January 18, 2017.

The final results for the votes regarding each proposal are set forth below:

1.  Approve the assignment of the Company’s current patent portfolio, as contemplated under the restructuring agreement, dated as of December 22, 2016, by and between the Company and the subsidiaries of the Company, and DBD Credit Funding LLC and CF DB EZ LL to a newly created special purpose entity.

Votes For	Votes Against	Abstentions	Broker Non-Votes
6,012,636	164,491	64,600	2,137,321

2.  Approve an amendment to Article IV of the Company’s certificate of incorporation, as amended, to (i) effect a reverse stock split of the Company’s authorized and outstanding capital stock, at a ratio of between one-for-two and one-for-five, with such ratio to be determined at the sole discretion of the board of directors of the Company and with such reverse stock split to be effected at such time and date, if at all, as determined by the board of directors in its sole discretion and (ii) to reduce the number of authorized shares of the Company’s capital stock in a corresponding proportion.

Votes For	Votes Against	Abstentions	Broker Non-Votes
6,215,947	1,906,765	256,336	—

3.  Approve, for purposes of complying with applicable Nasdaq Listing Rules, the potential issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s financing in July 2016.

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,449,692	561,828	230,207	2,137,321

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
10.1	Form of Lock-Up Agreement, dated March 8, 2017, between the Company and the holders of Series E Convertible Preferred Stock.

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.

Dated: March 13, 2017

INVENTERGY GLOBAL, INC.
By:	/s/ Joseph W. Beyers
	Name: Joseph W. Beyers
	Title: Chief Executive Officer

EX-10.1

Exhibit 10.1

FORM OF

LOCK-UP AGREEMENT

This Lock-Up Agreement (the “Agreement”) of the undersigned holder of Series E Convertible Preferred Stock (the “Preferred Stock”), dated as of the 8th day of March 2017, is by and between Inventergy Global, Inc., a Delaware corporation (the “Company”) and the undersigned holder (the “Holder”), which shares of Preferred Stock were issued pursuant to the Securities Purchase Agreement, dated as of July 21, 2016 (as amended, the “Securities Purchase Agreement”), and with the terms and conditions set forth in that certain Certificate of Designation issued in connection therewith (the “Certificate of Designation”). Capitalized terms that are not otherwise defined herein shall have the meanings given to such terms in the Securities Purchase Agreement and the Certificate of Designation.

NOW THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree that until after March 31, 2017, the undersigned Holder shall not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned Holder or any Affiliate of the undersigned Holder or any person in privity with the undersigned holder or any Affiliate of the undersigned Holder), directly or indirectly, shares of Common Stock of the Company received by the undersigned upon conversion of the Series E Preferred Stock, for less than $0.50 per share, subject to adjustment for reverse and forward stock splits and the like.

The Company shall issue a press release or file a Current Report on Form 8-K announcing the material terms of this Agreement. Except as specifically provided herein, this Agreement shall not operate as an Agreement or waiver of any other provisions of the Securities Purchase Agreement or the Certificate of Designation, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith. This Agreement may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by e-mail or facsimile transmission shall be deemed to be an original signature hereto.

**********************

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first written above.

INVENTERGY GLOBAL, INC.
By:
Name:	Joseph W. Beyers
Title:	Chairman & CEO

Name of Holder:

Signature of Authorized Signatory of Holder:

Name of Authorized Signatory:

Title of Authorized Signatory:

 2