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AMBICOM HOLDINGS, INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

May 8, 2014



Item 1.01 Entry Into a Material Definitive Agreement.

On May 1, 2014, AmbiCom Holdings, Inc., a Nevada corporation (the "Company"), entered into an asset purchase agreement (the "Agreement") with Veloxum Corp., a Delaware corporation ("VXM") and certain shareholders of VXM, pursuant to which the Company agreed to purchase all of VXM's assets for the issuance of a number of shares of the Company's common stock, par value $0.008 per share (the "Common Stock"), equal to three million dollars ($3,000,000) calculated based on the average closing price of the Common Stock during the thirty (30) trading days preceding February 25, 2014 (the "Transaction"). Upon the closing of the Transaction, the Company will not assume any liabilities of VXM. VXM's assets consist of performance management software for the optimization of information technology and server virtualization.

The Agreement contains standard representations and warranties related to each party and the assets being purchased, and may be terminated prior to the Closing Date by (i) written agreement of both parties; (ii) the non-breaching party if there has been a material breach of any representation, warranty or covenant made by a breaching party; or (iii) the Company upon the occurrence of an event which constitutes a Material Adverse Effect (as that term is defined in the Agreement).

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description 10.1 Asset Purchase Agreement, dated May 1, 2014, by and between AmbiCom Holdings, Inc. and Veloxum Corp.


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Source: Edgar Glimpses


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