Item 1.01 Entry into a Material Definitive Agreement.
(a) On August 1, 2014
, registrant 3D Pioneer Systems, Inc.
, a Nevada
corporation (the "Company") entered into a license and collaboration agreement
with Tassos Kotsiras
for the exclusive license of certain intellectual property,
and the parties' collaboration, for the development of mobile app games titled
"Save Your Planet". The tem of the agreement is for 5 years, with an option to
extend for another 5 years. The parties shall split net profits derived from the
products of the license and collaboration 50/50, and the Company shall issue to
75,000 shares of its common stock for each $1,000,0000 USD
profits derived from the products. A copy of the agreement is attached hereto as
(b) See Item 2.03 below for a discussion of the secured loan from Deltoid
(c) See Item 5.02 below for a discussion of the amendment to Mr. Tsingos
(d) See Item 8.01 below for a discussion of the intercompany loan agreement
between the Company and its wholly-owned subsidiary 3D Pioneer Systems Malta I
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
On July 31, 2014
, the Company borrowed $100,000
from Deltoid Holdings Ltd.
pursuant to the terms of a letter loan agreement, promissory note and pledge of
shares agreement. The loan accrues interest at 5% annually and is due for
repayment on October 28, 2014
. The loan obligation is secured by the equity of
the Company's subsidiary 3D Pioneer Systems Malta (Holdings) Ltd.
Copies of the
letter loan agreement, promissory note, and pledge of shares agreement are
attached hereto as exhibit 10.2, 10.3 and 10.4, respectively.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
On July 24, 2014
, the Company and its sole officer Alexandros Tsingos
consulting agreement dated January 15, 2014
between the parties, pursuant to
which Mr. Tsingos
is compensated for his officer services, to amend certain
terms that constituted an event of termination for cause and to add a severance
in the case of termination without cause. Such amendment is attached
hereto as exhibit 10.5.
Item 8.01 Other Events
On July 16, 2014
, the Company memorialized its prior loans to its subsidiary 3D
Pioneer Systems Malta I Ltd.
by the parties entering into an intercompany loan
agreement. The loan is for the aggregate of $297,290
, which represents amounts
paid by the Company for its subsidiary from February through June 2014
expenses. The loan accrues no interest, is due upon demand, and accelerates upon
certain conditions. A copy of the intercompany loan agreement is attached hereto
as exhibit 10.6.
Item 9.01 Financial Statements and Exhibits
10.1 License and collaboration Agreement
10.2 Letter Loan Agreement
10.3 Promissory Note
10.4 Pledge of Shares Agreement
10.5 Amendment No. 1 to Consulting Agreement
10.6 Intercompany Loan Agreement