8-K 1 mobetize8kfeb11.htm MOBETIZE 8-K FEB 11 CHANGE CONTROL Converted by EDGARwiz

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): February 2, 2016

MOBETIZE CORP.

(Exact name of registrant as specified in its charter)

Nevada

333-181747

99-0373704

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

8105 Birch Bay Square Street, Suite 205 Blaine, Washington 98230

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (206) 347-4515

n/a

(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 of 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 3.02

UNREGISTERED SALES OF EQUITY SECURITIES.

_____________________________________________________________________________________

On February 4, 2016, Mobetize Corp., (the “Company”), and Ajay Hans (“Hans”) entered into a Share

Exchange Agreement (the “Agreement”) pursuant to which Hans is to exchange four million five hundred

and sixty five thousand (4,565,000) shares of the Company’s Common Stock, par value $0.001, for four

million five hundred and sixty five thousand (4,565,000) shares of the Company’s Series A Preferred

Stock, par value $0.001 per share (the “Series A Preferred Stock”) in accordance with Section 3(a)(9) of

the Securities Act of 1933, as amended (the “Securities Act”), the (i) Company is the same issuer of the

Common Stock and the Series A Preferred Stock, (ii) no additional consideration was given to Hans for

the exchange, (iii) Hans is an existing security holder of the Company and (iv) the Company will not pay

any commission or remuneration for the exchange.

As a result of the Agreement, the number of outstanding shares of the Company's Common Stock will

decrease from 33,261,154 to 28,696,154 and the number of shares of the Company's Series A Preferred

Stock will increase to 4,565,000. Hans currently owns 100% of the outstanding Series A Preferred Stock

and serves as Chief Executive Officer and as a member of the Company’s Board of Directors (the

“Board”).

ITEM 5.01

CHANGE OF CONTROL

_____________________________________________________________________________________

On February 4, 2016, Hans agreed to exchange 4,565,000 shares of the Company’s Common Stock for

4,565,000 shares of the Company’s Series A Preferred Stock in accordance with Section 3(a)(9) of the

Securities Act pursuant to the terms of the Agreement.  Holders of Series A Preferred Stock are entitled to

vote with holders of the Common Stock on any matter brought before the Company’s shareholders. Each

share of Series A Preferred Stock votes as ten (10) shares of Common Stock. Hans will therefore be

entitled to 45,650,000 votes in respect to his holding of Series A Preferred Stock, and 4,081,481  votes in

respect to his control of Alligato, Inc., for a aggregate of 49,731,481votes or 66.89% of the total votes on

any matter that is brought before the Company’s shareholders. Han’s acquisition of Series A Preferred

Stock constitutes a change in control of the registrant from the prior control of Stephen Fowler and related

entities, which individual previously served as an officer and director of the Company.

_____________________________________________________________________________________

2



______________________________________________________________________________

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF

DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY

ARRANGEMENTS OF CERTAIN OFFI CERS

(b)

On February 4, 2016, the Company’s Board accepted the resignation of Stephen Fowler as its

Chief Financial Officer and as a Director of the Company.

(c)

On February 4, 2016, the Board appointed Elena Karamushko as its Chief Financial Officer and

Principal Accounting Officer. Ms. Karamushko is 34 years old.

Ms. Karamushko brings to her new position management skills and an expert accounting background

with 15 years of accounting, management, and consultancy experience. She is a Chartered Professional

Accountant who earned a Bachelor of Business Administration Degree with a Major in Accounting from

Simon Fraser University. She started her accounting career in the audit practice of BDO Canada LLP

managing international public company audit engagements. A few of her responsibilities included the

audit and review of multicurrency financial statements, continuous reporting material of public

companies, performance of detailed analysis of consolidations of multiple foreign entities, and analysis of

internal controls. For the past five years, Ms. Karamushko worked in senior roles with organizations

including Powerex, a company involved in buying and supplying physical wholesale power, natural gas,

and ancillary services, as well as the Company, and provided expert consulting services in the areas of

finance and accounting to various entities.

Ms. Karamushko has not entered into any separate employment agreement with the Company in

connection with her appointment as Chief Financial Officer and is presently compensated according to the

terms of a consulting agreement dated December 15, 2014, for the rendition of accounting services. The

compensatory terms of the consulting agreement include a monthly fee of CAD $8,000, and vested

options to purchase 40,000 Company shares at an exercise price of $0.60 per share. The Company does

intend to enter into an employment agreement with Ms. Karamushko in the near term that may include

additional benefits.

Ms. Karamushko has not entered into any arrangement or understanding with any other persons in

connection with her appointment as the Company’s Chief Financial Officer and Principal Accounting

Officer.

Ms. Karamushko is not related to any director, executive officer or person nominated or chosen by the

Company to become a director or executive officer.

3



_______________________________________________________________________________

ITEM 5.03

AMENDMENTS    TO    ARTICLES    OF    INCORPORATION    OR    BYLAWS;

CHANGE IN FISCAL YEAR

Bylaws – On February 2, 2016, the Board unanimously determined by written consent to adopt the

Amended and Restated Bylaws of Mobetize Corp. (the “Bylaws”) to add definition to corporate

operations.

Changes to the Bylaws in comparison to those previously adopted include amending the responsibility for

the calling of special shareholders meetings to either the president of the Company or the Board doing

away with an onerous provision that those shareholders holding a minimum threshold of fifty percent

(50%) of outstanding Common Stock were required to cause the president to call a special shareholders

meeting; the Bylaws now include procedural mandates for the conduct of annual or special shareholder

meetings most importantly providing new processes for the inclusion of shareholder proposals and the

nomination of directors which processes were not included in the prior bylaws; and provision for

preferred stock and the effect of such designation on shareholder voting which consideration was absent

from the prior bylaws.

Articles - On February 4, 2016, the Company filed an amendment to its Articles of Incorporation (the

“Amendment”) with the Nevada Secretary of State to create a capital structure that included preferred

stock. The Amendment was unanimously approved by the Board on December 20, 2015, and by those

shareholders holding a majority of the Company’s issued and outstanding shares pursuant to written

consent on December 22, 2015.

The Amendment changed Article 3 of the Articles of Incorporation which now includes in the description

of capital stock two hundred and fifty million (250,000,000) preferred shares. The Board has the authority

to designate the rights, preferences or other variations of each class or series of preferred stock and to

determine consideration for issuance.

Certificate of Designation - On February 4, 2016, the Board approved a Certificate of Designation for

the Series A Preferred Stock (the “Certificate of Designation”) which designation was subsequently filed

with the Nevada Secretary of State.

The Certificate of Designation designated ten million (10,000,000) shares of the authorized preferred

share capital created with the Amendment as Series A Preferred Stock and provides certain preferences to

holders of Series A Preferred Stock over those rights held by holders of the Company’s Common Stock

certain of which rights are summarized as follows:

Conversion Rights – Shares of Series A Preferred Stock can be converted into shares of Common Stock

on a one for one (1:1) basis, subject to adjustments, on or after the second (2nd) anniversary of the

designation of the Series A Preferred Stock or on an earlier date if converted in connection with a

reorganization, reclassification, consolidation, merger or sale.

Voting  Rights    Shares  of  Series  A  Preferred  Stock  entitle  the  holder  thereof  to  ten  (10)  votes  for  each

share  of Series  A  Preferred  Stock,  voting together  with  the  Common  Stock as  a  single  class,  with  respect

to  any  and  all  matters  presented  to  the  shareholders  of  the  Company  for  their  action  or  consideration

(whether  at  a  meeting  of  stockholders  of  the  Company,  by  written  action  of  stockholders  in  lieu  of  a

meeting or otherwise).

4



Rank – Shares of Series A Preferred Stock ranks pari pasu with the Common Stock in respect to dividend

rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company.

Protection Provisions – The Certificate of Designation may not be altered in any way except with the

consent of the holder of Series A Preferred Stock; the Company may not redeem for value existing shares

of Common Stock if such redemption does not include outstanding shares of Series A Preferred Stock;

the Company may not issue a new series of capital stock ranking pari pasu or with a preference over the

voting rights fixed for the Series A Preferred Stock.

The foregoing descriptions of the changes to the Bylaws, the substance of the Amendment and the

preferences associated with the Certificate of Designation are qualified in their entirety by reference to the

full text of each document, and should be read in conjunction with the Bylaws, the Amendment and the

Certificate of Designation, copies of the respective documents are filed with this Current Report on Form

8-K as Exhibit 3.1.1, 3.1.2 and Exhibit 3.2.

________________________________________________________________________________

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

_____________________________________________________________________________________

(d)

Exhibits

The exhibits required to be attached by Item 601 of Regulation S-K are filed herewith.

Exhibit No.

Page No.

Description

3.1.1

Attached

Certificate of Amendment to Articles of Incorporation

3.1.2

Attached

Certificate of Designation Series A Preferred Stock

3.2

Attached

Amended and Restated Bylaws

10.1

Attached

Share Exchange Agreement

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.

Mobetize Corp.

Date

By: /s/ Ajay Hans

February 11, 2016

Name: Ajay Hans

Title: Chief Executive Officer

5