0001445866-15-001029.txt : 20150901 0001445866-15-001029.hdr.sgml : 20150901 20150901170838 ACCESSION NUMBER: 0001445866-15-001029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150901 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150901 DATE AS OF CHANGE: 20150901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGABIZ, INC. CENTRAL INDEX KEY: 0000726293 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 841089377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11730 FILM NUMBER: 151087956 BUSINESS ADDRESS: STREET 1: 922 CHAPPEL VALLEY LOOP CITY: LEHI STATE: UT ZIP: 84043 BUSINESS PHONE: 801-592-3000 MAIL ADDRESS: STREET 1: 922 CHAPPEL VALLEY LOOP CITY: LEHI STATE: UT ZIP: 84043 FORMER COMPANY: FORMER CONFORMED NAME: Agricon Global Corp DATE OF NAME CHANGE: 20120412 FORMER COMPANY: FORMER CONFORMED NAME: BAYHILL CAPITAL CORP DATE OF NAME CHANGE: 20080428 FORMER COMPANY: FORMER CONFORMED NAME: COGNIGEN NETWORKS INC DATE OF NAME CHANGE: 20000718 8-K 1 crypto8k09012015.htm 8-K crypto8k09012015.htm


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): September 1, 2015

CRYPTOSIGN, INC.
(Exact Name of Registrant as Specified in Charter)
         
Delaware
 
0-11730
 
84-1089377
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)


 
626 East 1820 North
Orem, Utah
 (Address of Principal Executive Offices)

801-592-3000
(Registrant’s Telephone Number, Including Area Code)
 
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):

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 
 
Item 1.01                                  Termination of Material Definitive Agreement
 
On August 31, 2015, CryptoSign, Inc. (the “Company”) terminated that certain conditional Share Exchange and Purchase Agreement dated February 27, 2015 (the “Exchange Agreement”) between the Company and the stockholders of CryptoCorum, Ltd., a Malta holding company (“CryptoCorum”), pursuant to which the Company had agreed, subject to the terms of the Exchange Agreement, to acquire 100% of the issued and outstanding equity interests of CryptoCorum, in exchange for 10,500,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company issuable to the equity holders of CryptoCorum (the “Share Exchange”).

The Exchange Agreement was terminated in accordance with the terms thereof after the Company’s conducting of its due diligence and based upon the parties’ inability to meet the conditions precedent set forth in the Exchange Agreement.

In addition, that certain Stockholder’s Agreement between certain of the Company’s stockholders and potential stockholders was also terminated in connection with the termination of the Exchange Agreement.

 
 

 

Item 9.01                                 Financial Statements and Exhibits.
 
Exhibit Number
Description of Exhibits
10.1
Form of Share Exchange and Purchase Agreement between the Company, CryptoCorum Ltd. and
Stockholders of CryptoCorum. (incorporated by reference as Exhibit 10.1 to the Form 8-K filed on
March 3, 2015)
   
10.2
Termination Letter
   
99.1
Press Release



 
 

 

 
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, on the 1st day of September , 2015.
         
 
STRATEGABIZ, INC.
 
 
 
 
By:  
/s/ Robert K. Bench  
 
   
Name:  
Robert K. Bench 
 
   
Title:  
President 
 
 
 
 
 
 

 

 Exhibit Index to Current Report on Form 8-K
 
Exhibit Number
Description of Exhibits
10.1
Form of Share Exchange and Purchase Agreement between the Company, CryptoCorum Ltd. and
Stockholders of CryptoCorum. (incorporated by reference as Exhibit 10.1 to the Form 8-K filed on
March 3, 2015)
   
10.2
Termination Letter
   
99.1
Press Release
 

 
 

 


EX-10.2 2 ex102.htm EXHIBIT 10.2 ex102.htm
EXHIBIT 10.2
Termination Letter




August 28, 2015



Jeckelson Investments Limited
Reg.no: HE 206312
Nauusis, 1, Karapatahis Building, PC 6018
Larmaca, Cyprus
E-mail address: anders.holmstedt@aitellu.com

Mr. Henrik Andreas Leo Ellefsen
Skovbovaengets Sidealle 3
4000 Roskilde
Denmark
E-mail address: henrik@ellefsen.com

Re:           Termination of Agreement

Dear Mssrs. Holmstedt and Ellefsen:
 
Reference is made to that certain Share Exchange and Purchase Agreement dated February 26, 2015 (“Agreement”) by and among the Stockholders of LXXCOIN VENTURES LIMITED, a Cyprus limited company formerly known as JECKELSON INVESTMENTS LIMITED (“Seller”), CRYPTOCORUM, LTD., a Malta holding company (“CryptoCorum”) and CRYPTOSIGN, INC., a Delaware corporation formerly known as STRATEGABIZ, INC. (“CryptoSign”).  Any capitalized terms used in this letter but not defined have the meanings given in the Agreement.
 
Please be advised that CryptoSign hereby terminates the Agreement pursuant to the terms of Section 10.01(d) and (f) the Agreement as a result of a failure for the transaction to close within the time set forth in the Agreement.  This letter serves as notice of such termination as required under Section 10.01.  Accordingly, the Agreement is of no further force or effect, however, this termination does not relieve any party from any liability for any breach of the Agreement prior to the termination.
 
Sincerely,
 
/s/ Brian P Svaneeng Mertz
 
Brian Pal Svaneeng Mertz, CEO

Cc:         Soren Jonassen
Ole Sigetty
Robert Bench
J. Martin Tate
 

 
 

 

EX-99.1 3 ex991.htm EXHIBIT 99.1 ex991.htm
EXHIBIT 99.1
Press Release


NEWS RELEASE

CryptoSign, Inc.
626 East 1820 North
Orem, Utah                                                                                     
For Immediate Release, September 1, 2015

(CPSN:US) Termination of Exchange Agreement

On August 31, 2015, CryptoSign, Inc. (the “Company”) terminated that certain conditional Share Exchange and Purchase Agreement dated February 27, 2015 (the “Exchange Agreement”) between the Company and the stockholders of CryptoCorum, Ltd., a Malta holding company (“CryptoCorum”), pursuant to which the Company had agreed, subject to the terms of the Exchange Agreement, to acquire 100% of the issued and outstanding equity interests of CryptoCorum, in exchange for 10,500,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company issuable to the equity holders of CryptoCorum (the “Share Exchange”).

The Exchange Agreement was terminated in accordance with the terms thereof after the Company’s conducting of its due diligence and based upon the parties’ inability to meet the conditions precedent set forth in the Exchange Agreement.

More information can be found on the Company’s website located at www.cryptosign.com.

About CryptoSign, Inc.
CryptoSign (www.crpytosign.com) is a US smaller reporting public company that has most recently focused on finding and vetting opportunities that will preserve and increase its value.

Forward-Looking Statements
Statements about the expected timing, and all other statements in this press release, other than historical facts, constitute forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.  Forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those projected. A number of the matters discussed herein that are not historical or current facts deal with potential future circumstances and developments, which may or may not materialize. This press release speaks only as of its date, and except as required by law, we disclaim any duty to update the information herein.
 
Contact:
CryptoSign, Inc.
 
 
Brian Palm Svaneeng Mertz, CEO
 Bob Bench, CFO
 
+45 2390 3300
 +1 801-362-2115
 
mertz@cryptosign.com