Item 3.02 Unregistered Sales of Equity Securities.
On February 6, 2014, the board of directors of Confederate Motors, Inc. (the
"Company") approved the consulting agreement dated October 22, 2013 (the
"Consulting Agreement") with Rhiti Sports Management Limited ("Rhiti") and the
issuance of 1,765,588 shares of Common Stock to Rhiti (the "Rhiti Shares");
882,794 of which were issued upon this approval by the board and the remaining
882,792 of which are to be issued upon receipt of the full subscription amount
(as disclosed below) from Optimum Solution Pte. Ltd. ("Optimum").
On June 11, 2014, the Company received $250,000 pursuant to the subscription
agreement dated December 24, 2013 (the "Subscription Agreement") with Optimum,
which transaction was disclosed by the Company in its reports on Form 8-K filed
on January 6, 2014 and February 27, 2014, respectively, with the Securities and
Exchange Commission (the "Commission"). Following receipt of these funds, the
Company issued to Optimum 1,558,603 shares of its Common Stock (the "Optimum
Shares") of the 6,234,412 shares to be sold pursuant to the Subscription
Agreement (3,117,206 shares were issued on January 27, 2014). The balance of the
shares to be issued to Optimum (1,558,603 shares) is pending the receipt of the
remaining $250,000 of subscription funds. The $20,000 received by the Company
from an affiliate of Optimum, as disclosed in the report on 8-K filed on
February 27, 2014 with the Commission, has not been returned. Upon receipt of
the remaining $250,000, the Company has agreed to furnish an irrevocable proxy
from H. Matthew Chambers to vote his shares for the election of Optimum's
nominee and Optimum has agreed to furnish to the Company an irrevocable proxy to
Mr. Chambers to elect the remaining slate of directors.
The sales of the Rhiti Shares and the Optimum Shares were made pursuant to
Regulation S promulgated by the Commission under the Securities Act of 1933, as
amended. The offers and sales of the Rhiti Shares and the Optimum Shares were
made in off-shore transactions as defined in Regulation S and there were no
directed selling efforts made in the U.S. by the Company, a distributor, any of
their respective affiliates, or any person acting on behalf of any of the
foregoing. Applicable offering restrictions were also implemented by the Company
in compliance with Rule 903(b)(3) of Regulation S. Rhiti and Optimum also agreed
to conform to the restrictions on resale of the securities contained in
Regulation S. No selling commissions were paid pursuant to the sale of the Rhiti
Shares or the Optimum Shares.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On March 30, 2014, the Board of Directors appointed Arun Pandey to serve as a
class I director of the Company (subject to his acceptance) and, on July 11,
2014, Mr. Pandey accepted the appointment. The term of Mr. Pandey's appointment
is until the next annual meeting of shareholders or until his successor is duly
elected and qualified. At this time, there are no plans to appoint Mr. Pandey to
any committees. Mr. Pandey does not have a family relationship with any of the
Company's directors or executive officers or any persons nominated or chosen by
the Company to be a director or executive officer.
In addition, pursuant to the Consulting Agreement, Rhiti received 882,794 shares
and the remaining 882,792 shares are to be issued upon receipt of the full
subscription amount (as disclosed above) from Optimum. Mr. Pandey is a director
of Rhiti and is also the controlling shareholder of Rhiti's parent.