UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2015
Inventergy Global, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-26399 | 62-1482176 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
900 E. Hamilton Avenue #180 Campbell, CA |
95008 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 389-3510
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
Between October 6, 2015 and October 16, 2015, Inventergy Global, Inc. (the “Company”) entered into exchange agreements with holders of its Series A-1, Series A-2 and Series B preferred stock (“Preferred Stock”), pursuant to which all of the outstanding shares of Preferred Stock were exchanged for an aggregate of 5,907,352 shares of the Company’s common stock. As a result of these exchanges, the Company currently has no shares of Preferred Stock outstanding. A copy of the Company’s capitalization table, as of October 19, 2015, is attached hereto as Exhibit 99.1.
The information set forth under this “Item 7.01. Regulation FD Disclosure,” including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Exchange Act or the Securities Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings.
| Item 8.01 | Other Events. |
On October 20, 2015, the Company issued a press release announcing that it has been granted ten newly issued patents in the U.S., Europe and Asia. A copy of the press release is attached hereto as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Item No. | Description |
| 99.1 | Capitalization Table, dated October 19, 2015. |
| 99.2 | Press Release, dated October 20, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 20, 2015
| INVENTERGY GLOBAL, INC. | |||
| By: | /s/ Joseph W. Beyers | ||
| Name: Joseph W. Beyers | |||
| Title: Chief Executive Officer | |||
Exhibit 99.1
Inventergy Global, Inc. Cap Table - as of October 19, 2015 1 Preferred Stock Common Stock Outstanding and/or Issuable upon Conversion Common Stock N/A 42,220,861 Series A1/ A2/ B Preferred Stock 0 0 Subtotal 42,220,861 Warrants (no Anti - Dilution) Strike Prices: $2.66 to $0.46 1,795,447 Weighted Avg Strike Price $1.88 Subtotal 44,016,308 Stock Option Grants (Company Option Plan) 3,698,771 Total 47,715,079 Public Float 31,147,552
Exhibit 99.2
Inventergy Global, Inc. Granted Ten New
Telecommunications Patents
Company Expands Telecommunications Patent Coverage, Adding Patents in US, Europe and Asia
CAMPBELL, CA – October 20, 2015 –Inventergy Global, Inc. (“Inventergy” or the “Company”) (NASDAQ: INVT), an intellectual property licensing company, announced today that it has been granted ten newly issued patents in the US, Europe and Asia. These patents strengthen its presence in the global telecommunications industry by adding to the patented inventions granted to the Company since acquiring substantial telecommunications portfolios from Nokia, Panasonic and Huawei.
Joe Beyers, CEO of Inventergy, stated, “We continue to enrich the value of our broad patent portfolio, covering technologies important to our current and future licensees. These new patent assets address functionality in mobile devices, base stations, communications infrastructure and telecommunications service provisioning.”
These new patents include:
United States Patent 9,164,722, titled, “METHOD FOR ENSURING MEDIA STREAM SECURITY IN IP MULTIMEDIA SUB-SYSTEM,” which relates, among other things, to technology to improve end-to-end security for rich media digital communications without negative effects to quality of service or end-user device complexity.
European Patent 2,061,170, titled, “OFDM TRANSMITTER AND RECEIVER,” which relates, among other things, to technology to improve searching, connectivity establishment and synchronization of mobile devices and cell towers. These patents were granted in Germany, France and Great Britain.
European Patent 1,835,617, titled, “PN CODE GENERATION APPARATUS AND METHOD THEREOF,” which relates, among other things, to technology to improve the synchronization of mobile devices in intermittent cell reception environments resulting in fewer dropped connections. A patent in this family was declared by Panasonic (the original patent holder) to ETSI (European Telecommunications Standards Institute) as essential to at least ETSI Standard TS 25.304, v3.14.0, “Universal Mobile Telecommunications System (UMTS); User Equipment (UE) procedures in idle mode and procedures for cell reselection in connected mode.” These patents were granted in Germany, France, Great Britain, Finland and Sweden.
Patent 45432 titled, “METHOD FOR IMPLEMENTING ACCESS,” which relates, among other things, to technology to enable flexible configuration of security channels in rich media digital communications. This patent was granted in Thailand.
inventergy.com / 900 E. Hamilton Avenue, Suite 180 / Campbell, CA 95008
About Inventergy Global, Inc.
Inventergy is a Silicon Valley-based intellectual property company dedicated to identifying, acquiring and licensing the patented technologies of market-significant technology leaders. Led by IP industry pioneer and veteran Joe Beyers, the Company leverages decades of corporate experience, market and technology expertise, and industry connections to assist Fortune 500 companies in leveraging the value of their innovations to achieve greater returns. For more information about Inventergy, visit www.inventergy.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements, estimates, forecasts and projections with respect to future performance and events, which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those statements include statements regarding the intent and belief or current expectations of the Company and its affiliates and subsidiaries and their respective management teams. Forward-looking statements are not statements of historical fact and often contain words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "will," "should," "seek" and similar expressions. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including the risk factors set forth from time to time in our filings with the Securities and Exchange Commission. These risks could cause actual results to differ materially from those expressed or implied in the forward-looking statements. We make forward-looking statements based on currently available information, and we assume no obligation to, and expressly disclaim any obligation to, update or revise publicly any forward-looking statements made in this release, whether as a result of new information, future events or otherwise, except as required by law.
Contact:
Robert Haag
IRTH Communications
INVT@irthcommunications.com
866-976-4784
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