Item 1.01 Entry into a Material Definitive Agreement.
On September 2, 2014, we entered into an agreement and plan of merger with
HDIMAX, Inc., a Delaware corporation, and HDIMAX Acquisition Corporation., a
Nevada corporation and a wholly-owned subsidiary of our company (the "HDIMAX
Merger Agreement"), pursuant to which we agreed to acquire all of HDIMAX's
issued and outstanding common shares in exchange for the issuance of ninety-four
percent (94%) of our outstanding common stock immediately after the
effectiveness of the merger. We entered into the HDIMAX Merger Agreement in lieu
of a previously contemplated transaction with Fetopolis Inc., as described in
more detail under Item 1.02 below. More information regarding HDIMAX is
available at http://media.hdimax.com, the contents of which are not incorporated
by reference into this filing.
Pursuant to the plan of merger, HDIMAX Acquisition Corporation will merge with
and into HDIMAX, Inc., with HDIMAX, Inc. remaining as the surviving corporation
and operating as a wholly owned subsidiary after the merger closes. Also
pursuant to the HDIMAX Merger Agreement, we have agreed to effect a reverse
stock split prior to the closing of the merger, such that the merger
consideration issued to the holders of HDIMAX common shares will be
approximately 705,000,000 shares of our common stock, and our total shares of
common stock outstanding after completion of the merger will be approximately
750,000,000, in each case on a post-reverse split basis.
The completion of the merger is subject to various closing conditions, and is
also contingent upon the completion of the audit of the financial statements of
HDIMAX and the pro forma financial statements of the combined company and the
satisfaction of applicable regulatory requirements.
The merger agreement also contemplates that our board of directors will appoint
the nominees and appointees of HDIMAX, Inc. as directors and officers of our
company as of the closing date of the merger. The foregoing description of the
agreement and plan of merger is qualified in its entirety by the terms of the
agreement itself, a copy of which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
The Company entered into the HDIMAX Merger Agreement in lieu of a previously
contemplated transaction with Fetopolis Inc., which was described in a Current
Report on Form 8-K filed May 29, 2014. Accordingly, prior to the effectiveness
of the HDIMAX Merger Agreement, on September 2, 2014 we entered into an
agreement with Fetopolis Inc. whereby the agreement and plan of merger by and
among Fetopolis Inc, Fetopolis Acquisition Corporation and us was terminated. We
did not incur any termination fees or financial penalties in connection with the
Cautionary Statement Regarding Forward Looking Statements
Certain statements contained in this Current Report on Form 8-K may be deemed to
be forward-looking statements under federal securities laws and the Company
intends that such forward-looking statements be subject to the safe-harbor
created thereby. The Company cautions that these statements are qualified by
important factors that could cause actual results to differ materially from
those reflected by the forward-looking statements. Such factors include, but are
not limited to: the outcome of ongoing settlements with regard to certain of our
creditors, the potential issuance of shares of our common stock prior to the
Closing that are unrelated to the transaction, and additional factors which are
contained in the Company's Securities and Exchange Commission filings. The
Company assumes no, and hereby disclaims any, obligation to update the
forward-looking statements contained in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description
10.1 Agreement and Plan of Merger dated September 2, 2014, by and among
Indigo-Energy, Inc., a Nevada corporation; HDIMAX, Inc., a Delaware
corporation, and HDIMAX Acquisition Corporation, Inc., a Nevada
99.1 Termination of Agreement and Plan of Merger dated September 2,
2014, between Indigo-Energy, Inc. and Fetopolis Inc.
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of