UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 15, 2013
MOJO DATA SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-175003 | 33-1221102 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
|
319 Dorado Beach East |
00646 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (631) 521-9700
2105 Plantation Village, Dorado, Puerto Rico 00646
(Former name or former address, if changed since last report)
With a copy to:
Philip Magri, Esq.
The Magri Law Firm, PLLC
2642 NE 9th Ave.
Fort Lauderdale, FL 33334
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))
EXPLANATORY NOTE
MOJO Data Solutions, Inc., a Puerto Rico corporation (the “Registrant”) is filing this Form 8-K/A to that certain Form 8-K filed on August 27, 2013 to reflect a previous amendment to a material definitive agreement under Item 1.01 of Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement.
On August 27, 2013, the Registrant filed a Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”), therein reporting, in part, under Item 1.01 that on August 23, 2013 (the “Closing Date”), the Registrant, then known as Authentic Teas, Inc., a Nevada corporation (“AUTT”), and the then executive officers and directors of AUTT (the “Selling Stockholders”), entered into a Stock Purchase Agreement with RDA Equities, LLC, a Puerto Rico limited liability company (“RDA”), pursuant to which RDA purchased from the Selling Stockholders approximately 68.6% of the outstanding shares of common stock of AUTT (the “Shares”) in consideration for $0.001 per Share (the “Purchase Price”), for an aggregate purchase price of $2,750 (the “Transaction”). Ralph M. Amato is the Managing Member of RDA and has voting and dispositive control of RDA.
Pursuant to the terms and conditions of the Stock Purchase Agreement, on the Closing Date, the Selling Stockholders resigned as the officers and directors of AUTT, Joseph Spiteri and Ralph M. Amato were appointed to the Board of Directors, and Joseph Spiteri was appointed the Chief Executive Officer, President, Secretary and Treasurer.
The Stock Purchase Agreement also stipulated, in part, that if the Registrant did not acquire (the “Acquisition”) the intellectual property assets of Mobile Data Systems, Inc., a New York corporation of which Mr. Spiteri has voting and dispositive control (“MDS”), on or prior to the 90th day following the Closing Date (the “Deadline Date”), RDA would undertake all reasonable efforts to undo the Transaction, including, but not limited to, replacing the new officers and directors of the Registrant with the Selling Stockholders and sell the Shares back to the Selling Stockholders for the same Purchase Price.
On November 15, 2013, RDA and the Selling Stockholders entered into an Amendment to the Stock Purchase Agreement therein extending the Deadline Date of the Acquisition to January 31, 2014.
As reported by the Registrant on a Form 8-K filed with the Commission on February 4, 2014, the Acquisition was consummated by the Registrant and MDS on January 31, 2014. The contents of that Form 8-K are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No: | Description: | |
| 10.1 |
Amendment, dated November 15, 2013, to that certain Restricted Stock Purchase Agreement, dated August 23, 2013, by and between RDA Equities, LLC, Authentic Teas, Inc. and the Selling Stockholders |
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: April 10, 2014 | By: | /s/ JOSEPH SPITERI |
| Joseph Spiteri | ||
| President, Chief Executive Officer, Secretary and Treasurer | ||
| (Principal Executive Officer) | ||
Exhibit 10.1
AMENDMENT TO RESTRICTED STOCK PURCHASE AGREEMENT
This Amendment, dated as of November 15, 2013(the “Amendment”), to that certain Restricted Stock Purchase Agreement, dated as of August 23, 2013, between RDA EQUITIES, LLC, a limited liability company formed in the Commonwealth of Puerto Rico (“RDA”), and the individual whose name appears on the Signature Page hereto (“Selling Stockholder,” and together with RDA, the “Parties,” and each, a “Party”).
WHEREAS, the Parties have entered into that certain Restricted Stock Purchase Agreement, dated as of August 23, 2013 (the “Existing Agreement”), pursuant to which RDA purchased restricted shares of common stock of Authentic Teas, Inc., a Nevada corporation (“AUTT”) from the Selling Stockholder;
WHEREAS, pursuant to Section 1.05 (“Retransfer Right”) of the Existing Agreement, the Parties agreed that if AUTT does not consummate the Merger and Acquisition on or prior to the 90th day following the Closing, RDA would promptly take certain actions to effectively reverse certain of the transactions under the Existing Agreement;
WHEREAS, on September 13, 2013, AUTT consummated the Merger by merging with and into MOJO Data Solutions, Inc., a Puerto Rico corporation and a wholly-owned subsidiary of AUTT (“MOJO”); and MOJO assumed the responsibilities of AUTT; and
WHEREAS, the Parties hereto desire to amend the Existing Agreement to extend the date by which MOJO is required to consummate the Acquisition from November 21, 2013 to January 31, 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:
1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.
2. Amendment to the Existing Agreement. As of the Effective Date (defined below), Section 1.05 of the Existing Agreement is hereby amended to extend the date on or by which MOJO is required to consummate the Acquisition to January 31, 2014.
3. 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 Existing 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 amendment contained herein will not be construed as an amendment to or waiver of any other provision of the Existing 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 Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Existing Agreement in any other agreements, documents or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement will mean and be a reference to the Existing Agreement as amended by this Amendment.
4. Miscellaneous.
(a) This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.
(b) The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
(c) This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
(d) 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.
(e) 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 TO FOLLOW]
| 2 |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| RDA EQUITIES, LLC | ||
| By: | /s/ Ralph Amato | |
| Name: | Ralph Amato | |
| Title: | Managing Member | |
| SELLING STOCKHOLDERS | |
| /s/ Hrant Isbeceryan | |
| Hrant Isbeceryan | |
| /s/ David Lewis Richardson | |
| David Lewis Richardson | |
| /s/ Evan Michael Hershfield | |
| Evan Michael Hershfield |
| 3 |