ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Share Exchange Reversal
On June 14, 2012
, DiMi Telematics International, Inc.
(the "Company") entered
into an agreement (the "Exchange Agreement") with a present holder (the
"Holder") of its shares of common stock, $0.001
par value per share (the "Common
Stock") pursuant to which it agreed to issue to the Holder 1,000 shares of its
newly created Series A Convertible Preferred Stock (the "Preferred Stock") in
exchange for the surrender by the Holder of 1,000,000 shares of Common
Stock. The Certificate of Designation for the Preferred Stock provided that the
1,000 shares of Preferred Stock would be returned to the Company, at the option
of the Holder, in consideration for the reissuance to the Holder of the
1,000,000 shares of Common Stock in the event that the Company's earnings per
share as reported in its Annual Report on Form 10-K (the "Annual Report") for
its fiscal year ended August 31, 2013
were less than $0.01
. If the Company's
earnings per share as reported in its Annual Report were equal to or greater
, then all shares of the Preferred Stock could be redeemed without any
consideration payable to the Holder.
As reported on the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission
(the "SEC") on March 5, 2014
, the Company
effected a 1 for 100 reverse stock split of its outstanding Common Stock, such
that all references to Common Stock herein have been retroactively restated.
The Company's earnings per share as reported in the Annual Report were not equal
or greater than $0.01
. Thus, on June 3, 2014
, the Holder returned his share
certificate for 1,000 shares of Preferred Stock to the Company, in exchange for
which the Company issued the Holder 1,000,000 shares of Common Stock pursuant to
the terms of the Exchange Agreement.
The Preferred Shares and Common Stock were issued to the Holder in reliance upon
the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as
amended (the "Securities Act").
The foregoing descriptions of the Exchange Agreement and the Certificate of
Designation for the Preferred Stock are qualified in their entirety by reference
to the Company's Current Report on Form 8-K filed with the SEC
on June 14, 2012
and are hereby incorporated by reference herein.
On April 30, 2014
, the Company sold an aggregate of 1,240,000 shares of Common
Stock to two accredited investors pursuant to a subscription agreement,
resulting in gross proceeds to the Company of $49,600
The shares of Common Stock issued to the accredited investors were issued in
reliance upon the exemption from the registration provided by Section 4(a)(2) of
the Securities Act, and/or by virtue of the provisions of Rule 506 of Regulation
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information provided in response to Item 1.01 of this report is incorporated
by reference into this Item 3.02.