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): November 19, 2013
| MOJO DATA SOLUTIONS, INC. |
| (Exact name of registrant as specified in its charter) |
| Puerto Rico | 333-175003 | 66-0808398 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
|
2105 Plantation Village Dorado, Puerto Rico |
00646 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (631) 521-9700
N/A
(Former name or former address, if changed since last report)
With a copy to:
Philip Magri, Esq.
The Magri Law Firm, PLLC
11 Broadway, Suite 615
New York, NY 10004
T: (646) 502-5900
F: (646) 826-9200
pmagri@magrilaw.com
www.MagriLaw.com
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))
Item 1.01 Entry into a Material Definitive Agreement.
On November 19, 2013, MOJO Data Solutions, Inc., a Puerto Rico corporation (the “Company”), and Mobile Data Systems, Inc., a New York corporation (“MDS”), executed an amendment (the “Amendment”) to that certain Asset Purchase Agreement, dated September 27, 2013 (“Agreement”), and described in a Form 8-K filed by the Company on September 30, 2013.
Pursuant to the Amendment, the date by which the Company is required to consummate the acquisition was extended from November 20, 2013 to January 31, 2014 under Section 1.5 of the Agreement. Also pursuant to the Amendment, the date after which either party may terminate the Agreement was extended from November 21, 2014 to February 1, 2014 under Section 7.1.2 of the Agreement.
The remaining terms of the Agreement have not been amended and remain in full force and effect.
The Amendment is filed as Exhibit 2.1 to this Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1 | Amendment, dated November 19, 2013, to that certain Asset Purchase Agreement, dated September 27, 2013, by and between Mobile Data Systems, Inc., as Seller, and MOJO Data Solutions, Inc., as Purchaser. |
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.
| MOJO DATA SOLUTIONS, INC. | ||
| Dated: November 19, 2013 | By: | /s/ JOSEPH SPITERI |
|
|
Joseph Spiteri President, Chief Executive Officer, Secretary and Treasurer (Principal Executive Officer) | |
Exhibit 2.1
AMENDMENT
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT, dated as of November 19, 2013 (the “Amendment”), to that certain Asset Purchase Agreement, dated as of September 27, 2013, by and between MOBILE DATA SYSTEMS, INC., a New York corporation located at 110 Lake Avenue South, Suite 35, Nesconset, New York 11767 (the “Seller”), and MOJO DATA SOLUTIONS, INC., a Puerto Rico corporation located at 2105 Plantation Village, Dorado, Puerto Rico 00646 Dorado, Puerto Rico 00646 (“MOJO” or the “Purchaser” and together with the Seller, the “Parties,” and each, a “Party”).
WHEREAS, the Parties have entered into that certain Asset Purchase Agreement, dated as of September 27, 2013 (the “Purchase Agreement”), pursuant to the Purchaser has agreed to purchase the Assets of the Seller and Seller has agreed to sell the Assets to the Purchaser, subject to the terms and conditions of the Purchase Agreement;
WHEREAS, pursuant to Section 1.5 of the Purchase Agreement, the Parties agreed that that Closing Date shall in no event be later than November 20, 2013 (the “Closing Date”);
WHEREAS, pursuant to Section 7.1.2 of the Purchase Agreement, the Parties agreed that the Seller or Purchaser may terminate the Purchase Agreement at any time after November 21, 2013 (the “Termination Date”).
WHEREAS, the Parties hereto desire to amend the Purchase Agreement to extend the date by which Purchaser is required to consummate the Acquisition from November 20, 2013 to January 31, 2014 under Section 1.5 and extend the Termination Date from November 21, 2013 to February 1, 2014.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows
Article I
Agreement
Section 1.01 Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Purchase Agreement.
Section 1.02 Amendment to the Purchase Agreement. As of the Effective Date (defined below), the Purchase Agreement is hereby amended as follows:
(a) Section 1.5 of the Purchase Agreement is hereby amended in its entirety to read as follows:
“Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place in escrow via facsimile exchange of documents at such place and on such date as the parties may mutually determine no later than three (3) business days following the satisfaction or waiver of all conditions set forth in this Agreement but in any event no later than January 31, 2014 (the “Closing Date”).”
(b) Section 7.1.2 of the Purchase Agreement is hereby amended in its entirety to read as follows:
“by Seller or Purchaser at any time after February 1, 2014 (“Termination Date”),”
Section 1.03 Date of Effectiveness; Limited Effect. This Amendment will be deemed effective as of the date first written above (the “Effective Date”). Except as expressly provided in this Amendment, all of the terms and provisions of the Purchase Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Purchase Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Purchase Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Purchase Agreement in any other agreements, documents or instruments executed and delivered pursuant to, or in connection with, the Purchase Agreement will mean and be a reference to the Purchase Agreement as amended by this Amendment.
| Amendment to APA | Page 2 |
Article II
Miscellaneous
Section 2.01 This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.
Section 2.02 The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
Section 2.03 This Amendment constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
Section 2.04 Each Party shall pay its own costs and expenses in connection with this Amendment (including the fees and expenses of its advisors, accounts and legal counsel).
[SIGNATURE PAGE FOLLOWS]
| Amendment to APA | Page 3 |
IN WITNESS WHEREOF, Seller and Purchaser have duly executed and delivered this Amendment as of the day and year first above written.
| SELLER: | ||
| MOBILE DATA SYSTEMS, INC. | ||
| By: | /s/ JOSEPH SPITERI | |
| Joseph Spiteri | ||
| Chief Executive Officer and President | ||
| PURCHASER: | ||
| MOJO DATA SOLUTIONS, INC. | ||
| By: | /s/ JOSEPH SPITERI | |
| Joseph Spiteri | ||
| Chief Executive Officer and President | ||
| Amendment to APA | Page 4 |