Item 1.01. Entry into a Material Definitive Agreement.
The foregoing description of the Agreement does not purport to be a complete statement of the parties' rights under the Agreement and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 above is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth under Item 1.01 above with respect to the issuance of the Common Stock pursuant to the Agreement is incorporated herein by reference. The Transaction was undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended the ("Securities Act") afforded by Section 4(a)(2) thereof.
Item 7.01. Regulation FD Disclosure.
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company will file the financial statements required by this Item 9.01 not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The Company will file the pro forma financial information required by this Item 9.01 not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits. Exhibit No. Description 10.1* Exchange Agreement, dated as of
July 7, 2014, by and among the Company, GroupCard BVand the Shareholders of GroupCard BV. 99.1 Press release dated July 10, 2014.
* Schedules, exhibits, and similar supporting attachments or agreements to this
agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K.
agrees to furnish a supplemental copy of any omitted schedule or similar
attachment to the