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KOGETO, INC. FILES (8-K/A) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

August 29, 2014

Item 1.01 Entry into a Material Definitive Agreement.

On January 6, 2014, we completed a "reverse merger" transaction, in which we caused Kogeto Acquisition Corp., a Delaware corporation and our newly-created, wholly-owned subsidiary ("Merger Sub"), merged with and into Kogeto, Inc., a Delaware corporation ("Kogeto" or the "Company"). As a result of the merger, Kogeto became our wholly-owned subsidiary, with Kogeto's former stockholders acquiring a majority of the outstanding shares of our common stock. The reverse merger was consummated under Delaware corporate law and pursuant to an Agreement and Plan of Merger, dated as of March 17, 2013 (the "Merger Agreement"), as discussed below. A copy of the Merger Agreement is included as an exhibit to this current report. On December 31, 2013, in anticipation of closing the merger, we also completed a private placement of common stock and warrants to purchase common stock to accredited investors, and received gross proceeds of $2,000,000 at the closing of the private placement, inclusive of the conversion of $450,000 in bridge financing.

Merger Agreement



Pursuant to the Merger Agreement, at closing, we issued 24,357,087 shares of our common stock to the former stockholders of Kogeto, representing 68% of our outstanding common stock following the merger and private placement (inclusive of 7,142,855 shares of common stock sold in the private placement), in exchange for 100% of the outstanding shares of Kogeto common stock. As part of the transaction, we also acquired all of the outstanding membership interests of Kogeto Lucy, LLC, an entity that owned certain intellectual property associated with Kogeto's products, from Jeff Glasse, its sole member, in exchange for the issuance of 1,000 newly-issued shares of our common stock. The consideration issued in the merger was determined as a result of arm's-length negotiations between the parties.

The shares of our common stock issued to former holders of Kogeto common stock in connection with the merger, and the common stock and warrants to purchase common stock issued in the private placement, were not registered under the Securities Act of 1933 in reliance upon the exemption from registration provided by Section 4(a)(2) of that Act and Regulation D promulgated under that section, which exempts transactions by an issuer not involving any public offering. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Certificates and instruments representing these securities contain a legend stating the same.

Subsequent to completion of the merger, on or about January 14, 2014, pursuant to the terms of a Subsidiary Purchase Agreement, we sold all of the outstanding shares of our subsidiary, Northeast Automotive Acceptance Corp., through which we had previously conducted our business, to William Solko, the former Chief Executive Officer of our company, in exchange for the return and cancellation of 5,827,246 shares of our common stock that he owned following the conversion of our previously outstanding series A preferred stock. Mr. Solko had owned 10,166,667 shares of our common stock before he purchased the pre-merger business.

Changes Resulting from the Merger

We intend to carry on Kogeto's business as our sole line of business. Kogeto was founded in 2010 and is based in New York, New York. Kogeto designs and delivers panoramic capture devices and accessories. Capture devices transform video recordings from video cameras and cell phones to personal computers, at which points they are stored as digital files. Panoramic capture devices are those which enhance the basic viewer experience through the expanse and interactivity of 360 video. We have relocated our principal executive offices to those of Kogeto at 51 Wooster Street, 2nd Floor, New York, New York 10013. Our telephone number is (646) 490-8169 and our website is located at www.kogeto.com. The contents of Kogeto's website are not part of this current report and should not be relied upon with respect thereto.

-1- . . . Item 2.01 Completion of Acquisition or Disposition of Assets. The Merger



On March 17, 2013, we and Merger Sub entered into a merger agreement with Kogeto. The merger closed on January 6, 2014, and Kogeto is now our wholly-owned subsidiary. All of our business operations will be conducted through Kogeto. Through the merger, the former stockholders of Kogeto received an aggregate of 24,357,087 shares of our common stock. Prior to the merger, there were no material relationships between us and Kogeto or between Kogeto and our respective affiliates, directors or officers, or any associates of our respective officers or directors, other than the conversion of $450,000 in bridge financing of Kogeto in the private placement and the loan to Kogeto of $1,719,850 completed on December 31, 2013 in anticipation of the merger. Following the merger, we changed our name to Kogeto, Inc. from Northeast Automotive Holdings, Inc.

On December 31, 2013, in anticipation of closing the merger, we also completed a private placement of common stock and warrants to purchase common stock to accredited investors, and received gross proceeds of $2,000,000 at the closing of the private placement, inclusive of the conversion of $450,000 in bridge financing.

On December 31, 2013, in anticipation of the pending reverse merger, we advanced Kogeto an aggregate of $1,719,850 to be used for ongoing obligations and retiring certain obligations from Kogeto Lucy LLC. Included in this total is the cancellation of $450,000 of Kogeto's Secured 10% Bridge Notes for four investors in the above private placement. The unsecured loan was non-interest bearing and was retired in early 2014 as part of the merger agreement.

As of December 31, 2013, Kogeto Lucy, LLC had outstanding related party notes payable of $123,000. The notes were held by Financial Summit Ventures, Inc. and Cordon Partners, LLC. Financial Summit Ventures, Inc. is owned by former CFO Steven Adler. Pursuant to the merger agreement, funds sufficient to retire both of these notes were placed into escrow prior to December 31, 2013. The escrowed funds at December 31, 2013 are presented as restricted cash on the combined balance sheet. In January 2014, Kogeto Lucy, LLC used the escrow funds to repay the related party notes payable in full.

On January 14, 2014, our board of directors determined that it was in the best interests of our company and our stockholders to discontinue the pre-merger business operations of Northeast Automotive Holdings, Inc. following the merger in favor of Kogeto's new business.

Election of Board of Directors; Appointment of Officers

Pursuant to the Merger Agreement, effective upon the closing of the merger, Jeff Glasse, the former sole director of Kogeto, as well as H. David Sherman, Ph.D., a director and chairman of the audit committee of Kingold Jewelry, a NASDAQ-listed company, and a Professor of Accounting at Northeastern University, and Roy Pea, Ph.D., a leading expert in interactive and panoramic video technology and a Professor of Education and Learning Sciences at Stanford University, were appointed to our board of directors. Both of directors Dr. Sherman and Dr. Pea are independent of management, as determined by Nasdaq listing standards. In connection with the appointment of these three directors, at the closing of the merger, William Solko, the sole director of Northeast Automotive Holdings, Inc. prior to the merger, resigned as a director. At the closing of the merger, the board of directors appointed Mr. Glasse as President and Chief Executive Officer, and Stephen Adler as Chief Financial Officer, each of whom served in a similar position with Kogeto.

On May 1, 2014, John Clark was appointed as our Chief Financial Officer. Mr. Clark has significant SEC accounting and financial experience, having led financial reporting and internal accounting functions in a variety of senior financial positions with public companies over the past 16 years. Mr. Adler currently serves our company in an advisory role.

Description of Business



References to "we," "us" or "our" throughout this current report refer to us and . . .

Item 3.02 Unregistered Sales of Equity Securities.



In anticipation of the merger, we completed the closing of a private placement of $2,000,000 in units, consisting of five shares of our common stock and a warrant to purchase one share of our common stock, to purchasers that qualified as accredited investors, as defined in Regulation D, pursuant to the terms of a Securities Purchase Agreement, dated as of December 31, 2013. On December 31, 2014, pursuant to the Securities Purchase Agreement, we sold an aggregate of 7,142,855 newly-issued shares of our common stock at a price of $0.28 per share, for aggregate gross proceeds of approximately $2,000,000. The investors in the private placement also received warrants to purchase up to 1,428,570 shares of our common stock at an exercise price of $0.32 per share. In connection with the private placement, we issued to the placement agents warrants to purchase 685,713 shares of our common stock with an exercise price of $0.32 per share exercisable for a period of five years. The gross proceeds of the private placement included the conversion of $450,000 in bridge financing previously received by Kogeto into shares of our common stock. After sales commissions and offering expenses, we received net proceeds of approximately $1,269,850 in the private placement. A substantial portion of those funds are being used to develop and launch our next round of products, with the remainder of the funds used to repay outstanding convertible notes and for working capital including initial public company reporting and compliance expenses.

On January 6, 2014, we completed a reverse merger pursuant to an Agreement and Plan of Merger among the Company, Kogeto Acquisition Corp., a wholly-owned subsidiary of the Company, and Kogeto. We acquired 100% of Kogeto's capital stock through the merger, making Kogeto a wholly-owned subsidiary of the Company. In consideration for the merger, we issued the stockholders of Kogeto a total of 24,357,087 newly-issued shares of our common stock. Kogeto is considered the acquirer of Kogeto, Inc. (formerly Northeast Automotive Holdings, Inc.) for accounting purposes. As part of the transaction, we also acquired 100% of the membership interests of Kogeto Lucy, LLC from Jeff Glasse, its sole member, in exchange for the issuance of 1,000 newly-issued shares of our common stock.

On January 2, 2014, we agreed to settle the 500,000 shares of common stock to be issued to a former consultant, which was reflected in our Consolidated Balance Sheets at December 31, 2013 as capital stock to be issued for $20,000, for 160,000 shares of our common stock.

On January 6, 2014, upon the closing of the merger and included in the 24,357,087 newly-issued shares of our common stock are 1,941,533 shares of our common stock which were converted from Kogeto's 10% senior secured convertible notes outstanding of $425,000, plus accrued interest. In connection with this conversion, we issued warrants to purchase 500,000 shares of our common stock at an exercise price of $0.31 per share exercisable for a period of five years. In January 2014, we repaid Kogeto's remaining 10% senior secured convertible notes outstanding of $25,000, plus accrued interest.

In January 2014, upon the closing of the merger and in connection with the $750,000 in secured bridge notes of Kogeto which were outstanding prior to the merger, we issued warrants to purchase 240,000 shares of our common stock at an exercise price of $0.32 per share exercisable for a period of five years. Included in the private placement was the cancellation of $450,000 of these secured bridge notes. In connection with these secured bridge notes, we issued additional warrants to purchase 481,428 shares of our common stock to a placement agent at an exercise price of $0.32 per share and exercisable for a period of five years.

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On December 30, 2013, upon the closing of the merger, we entered into an agreement with Baytree Capital Partners LLC ("Baytree") as our exclusive financial advisor for a period of 24 months to perform business and financial . . .

Item 5.01 Change in Control of Registrant.



Please see Item 2.01 (Completion of Acquisition or Disposition of Assets) of this current report on Form 8-K, which is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Please see Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.01 (Completion of Acquisition or Disposition of Assets) of this current report on Form 8-K, which are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



Effective February 4, 2014, we changed our corporate name to Kogeto, Inc. from Northeast Automotive Holdings, Inc. We effected the corporate name change by filing Articles of Merger with the Secretary of State of the State of Nevada.

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired



The financial statements of Kogeto for the years ended December 31, 2013 and December 31, 2012 are incorporated herein by reference to Exhibit 99.1 to this report.

-48- (d) Exhibits



The exhibits listed in the following Exhibit Index are filed as part of this report.

2.1 Agreement and Plan of Merger, dated as of March 17, 2013, among Northeast

Automotive Holdings, Inc., Kogeto Acquisition Corp. and Kogeto, Inc. (6)



3.1 Articles of Incorporation of Northeast Automotive Holdings, Inc., filed with

NevadaSecretary of State on October 12, 2007.(1)



3.2 Certificate of Designations, Preferences and Rights of Series A Convertible

Preferred Stock of Northeast Automotive Holdings, Inc., filed with Nevada Secretary of Stock on April 24, 2008.(8)



3.3 Articles of Merger of Northeast Automotive Holdings, Inc. (with the effect of

changing corporate name to Kogeto, Inc.), filed with Nevada Secretary of State on February 4, 2014. (6)



3.4 By-laws of Kogeto, Inc.(1)

3.5 Amended By-laws of Kogeto, Inc.

4.1 Form of Warrant to Purchase Common Stock issued by Kogeto, Inc. to investors

in the December 2013 private placement.(2)



4.2 Form of Warrant to Purchase Common Stock, dated January 10, 2014, issued by

Kogeto, Inc. to placement agents in connection with the December 2013 private placement. (6)



4.3 Form of Warrant to Purchase Common Stock, dated January 10, 2014, issued by

Kogeto, Inc. to former holders of secured bridge notes. (6)



4.4 Form of Warrant to Purchase Common Stock, dated January 10, 2014, issued by

Kogeto, Inc. to former holders of senior secured convertible notes. (6)



4.5 Warrant to Purchase Common Stock, dated January 10, 2014 issued by Kogeto,

Inc. to Baytree Capital Partners LLC per the Financial Advisory Agreement dated December 30, 2013. (6)



10.1 Securities Purchase Agreement, dated as of December 31, 2013, among Kogeto,

Inc. and investors in the December 2013 private placement.(2)



10.2 Agreement with Advent Tool & Mold, Inc.(3)

10.3 Manufacturing and Supply Agreement with Apollo Optical Systems, Inc.(3)

10.4 Distributor Agreement with Kacmaz Entertainment.(3)

10.5 Master Business Client Agreement with Navarre Logistical Systems, Inc.(3)

10.6 Distribution Agreement with Dr. Bott LLC.

10.7 Contract for Services with Colorado Legacy Foundation.(3)

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10.8 Supplier Agreement with TeachScape.(3)

10.9 Addendum to Supplier Agreement with TeachScape.

10.10 Second Amendment to Supplier Agreement with TeachScape.(3)

10.11 Third Amendment to Supplier Agreement with TeachScape.(3)

10.12 Employment Agreement, dated January 6, 2014, between Kogeto, Inc. and Jeff

Glasse.(6)



10.13 Employment Agreement, dated April 7, 2014, between Kogeto, Inc. and John P.

Clark.(4)



10.14 Subsidiary Purchase Agreement, dated January 14, 2014, among Northeast

Automotive Holdings, Inc. and William Solko.



10.15 Financial Advisory Agreement, dated December 30, 2013, between Kogeto,

Inc. (formerly Northeast Automotive Holdings, Inc.) and Baytree Capital

Partners LLC. (6)

10.16 Form of Securities Purchase Agreement with Kogeto, Inc. for each investor.

(7)

10.17 Trading Agreement with Ionic Trading LLC.

14.1 Code of Ethics.(5)



21.1 Subsidiaries of Kogeto, Inc. (6)

99.1 Financial Statements of combined Kogeto, Inc. and Kogeto Lucy, LLC as of and

for the years ended December 31, 2013 and December 31, 2012. *



(1) Incorporated by reference to Information Statement on Schedule 14C filed with

the SEC on November 8, 2007.



(2) Incorporated by reference to Current Report on Form 8-K filed with the SEC on

January 9, 2014.



(3) Previously filed with Amendment No. 1 to this Current Report on Form 8-K

filed with the SEC on April 14, 2014.



(4) Incorporated by reference to Current Report on Form 8-K filed with the SEC on

May 8, 2014.



(5) Incorporated by reference to Annual Report on Form 10-K filed with the SEC on

April 14, 2008.



(6) Incorporated by reference to Annual Report on Form 10-K filed with the SEC on

May 27, 2014.



(7) Incorporated by reference to Current Report on Form 8-K filed with the SEC on

June 24, 2014.



(8) Incorporated by reference to Current Report on Form 8-K filed with the SEC on

May 2, 2008.



* Previously filed with Amendment No. 2 to this Current Report on Form 8-K on

June 20, 2014. -50-


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