UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 10, 2013
SIBLING GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
TEXAS | 000-28311 | 76-027334 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
1355 Peachtree Street, Suite 1150, Atlanta, GA 30309 |
(Address of principal executive offices) |
(404) 551-5274
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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 1.01
Entry into a Material Definitive Agreement
During October 2013 the Company announced that it intended to acquire the assets and operations of Blendedschools.net, a provider of online curriculum and services for school districts serving the K12 marketplace. That agreement is subject to regulatory approval, and the Company expects it to formally close within the next thirty (30) days.
During December 2013 the Company announced that is had reached an agreements to have a recently formed company, Edevate, join the Company's operations, subject to a number of factors. After review, the companies are instead considering a reseller arrangement, that would allow the products of the Company to be resold into the Edevate target markets, including private schools and corporate sites. This agreement is still under discussion.
On January 18, 2014 the Company announced that it is acquiring AcceleratingED, LLC (http://www.acceleratinged.com/), a consulting operation with a focus on business development and scaling for educational services and educational technology providers, and is naming its founder, Dave Saba, as President of Sibling. The transaction is only subject to final documentation, and has already been approved by the Board of Directors, and should be completed by month end January 2014.
The Company is in advanced conversations with a number of acquisitions at this time and expects to make a number of announcements in the near term. Further, on completion of these transactions it expects to have a senior management team in place, and have an expanded Board of Directors consisting on highly qualified individuals from both education, and the business community.
Item 3.02
Unregistered Sales of Equity Securities
During the Q4 2013 period, the Company made a number of issuances of its restricted common stock as consideration for consulting services, and to reduce its obligations. The policy for most of its recurring consulting agreements is to issue shares monthly based on a formula that provides for a specific dollar amount, currently ranging from $3,500 per month, to $10,000 per month, to certain individuals. In some cases a one time issuance was also provided as compensation for work performed before consideration of a recurring event. Further it entered into consulting agreements that call for a one time only payment to certain groups or individuals. The list of those issuances appears in the table below. As a result of these transactions, the Company issued 10,650,420 shares during the Q4 period, leaving its shares outstanding at 12/31 at 31,758,530.
RESTRICTED SHARE ISSUANCES DURING Q4 2013
MONTH | DESCRIPTION | CHARGE | $ PER SHARE | SHARES ISSUED |
|
OCTOBER | HILL CONSULTING | $6,500.00 | 0.0484 | 134,298 | SEE NOTE 1 |
OCTOBER | DELUCA CONSULTING | $3,500.00 | 0.0484 | 72,314 | SEE NOTE 1 |
OCTOBER | DANKLEFSEN CONSULTING | $5,000.00 | 0.0484 | 103,306 | SEE NOTE 1 |
OCTOBER | ROSS CONSULTING | $8,000.00 | 0.0484 | 165,289 | SEE NOTE 1 |
OCTOBER | MOORE CONSULTING | $3,500.00 | 0.0484 | 72,314 | SEE NOTE 1 |
OCTOBER | ROSS CONSULTING ONE TIME ISSUANCE | $18,000.00 | 0.0360 | 500,000 | SEE NOTE 2 |
OCTOBER | MOORE CONSULTING ONE TIME ISSUANCE | $15,009.00 | 0.0360 | 350,000 | SEE NOTE 2 |
OCTOBER | SHARES FOR TN CONSULT | $3,600.00 | 0.0360 | 100,000 | SEE NOTE 2 |
OCTOBER | SHARES FOR MESHUGENEH CONSULTING DURING 2013 | $28,800.00 | 0.0360 | 800,000 | SEE NOTE 2 |
OCTOBER | SHARES DIR FOR M. LEATH | $12,600.00 | 0.0360 | 350,000 | SEE NOTE 3 |
OCTOBER | SHARES DIR FOR LANCE | $12,600.00 | 0.0360 | 350,000 | SEE NOTE 3 |
OCTOBER | G. SULLIVAN CONSULTING DURING 2013 | $28,800.00 | 0.0360 | 800,000 | SEE NOTE 2 |
OCTOBER | SHARES TO STEELTOWN CONSULTING, ONE TIME | $108,000.00 | 0.0360 | 3,000,000 | SEE NOTE 2 |
NOVEMBER | DELK, FOR GC, ONE TIME | $40,000.00 | 0.0800 | 500,000 | SEE NOTE 5 |
NOVEMBER | ORANGE CURTAIN MEDIA/ONE TIME | $20,444.48 | 0.0800 | 255,556 | SEE NOTE 2 |
NOVEMBER | HILL CONSULTING | $6,500.00 | 0.0900 | 72,222 | SEE NOTE 1 |
NOVEMBER | DELUCA CONSULTING | $3,500.00 | 0.0900 | 38,889 | SEE NOTE 1 |
NOVEMBER | DANKLEFSEN CONSULTING | $5,000.00 | 0.0900 | 55,556 | SEE NOTE 1 |
NOVEMBER | ROSS CONSULTING | $8,000.00 | 0.0900 | 88,889 | SEE NOTE 1 |
NOVEMBER | MOORE CONSULTING | $3,500.00 | 0.0900 | 38,889 | SEE NOTE 1 |
NOVEMBER | ADJUSTMENT FOR DIRECTORS/LANCE | $13,500.00 | 0.0900 | 150,000 | SEE NOTE 3 |
NOVEMBER | ADJUSTMENT FOR DIRECTORS/LEATH | $13,500.00 | 0.0900 | 150,000 | SEE NOTE 3 |
NOVEMBER | ADJUSTMENT FOR DIRECTORS/HONEYCUTT | $13,500.00 | 0.0900 | 150,000 | SEE NOTE 3 |
NOVEMBER | ADJUSTMENT FOR DIRECTORS/ P. SULLIVAN | $13,500.00 | 0.0900 | 150,000 | SEE NOTE 3 |
NOVEMBER | ADJUSTMENT FOR DIRECTORS/HANLON | $13,500.00 | 0.0900 | 150,000 | SEE NOTE 3 |
NOVEMBER | CONSULTING FEE FOR WAGGONER | $3,000.00 | 0.0300 | 100,000 | SEE NOTE 2 |
DECEMBER | CONVERSION OF DEBT - DANKLESFEN | $20,000.00 | 0.1150 | 173,913 | SEE NOTE 4 |
DECEMBER | ORANGE CURTAIN MEDIA/NOV. | $4,999.97 | 0.1150 | 43,478 | SEE NOTE 1 |
DECEMBER | HILL CONSULTING | $6,500.00 | 0.1150 | 56,522 | SEE NOTE 1 |
DECEMBER | DELUCA CONSULTING | $3,500.00 | 0.1150 | 30,435 | SEE NOTE 1 |
DECEMBER | DANKLEFSEN CONSULTING | $5,000.00 | 0.1150 | 43,478 | SEE NOTE 1 |
DECEMBER | ROSS CONSULTING | $8,000.00 | 0.1150 | 69,565 | SEE NOTE 1 |
DECEMBER | MOORE CONSULTING | $3,500.00 | 0.1150 | 30,435 | SEE NOTE 1 |
DECEMBER | CARNELL CONSULTING | $2,500.00 | 0.1150 | 21,739 | SEE NOTE 4 |
DECEMBER | CONVERSION OF DEBT - CARLSON | $14,000.00 | 0.0700 | 200,000 | SEE NOTE 4 |
DECEMBER | CONVERSION OF DEBT – G. SULLIVAN | $35,000.00 | 0.0700 | 500,000 | SEE NOTE 4 |
DECEMBER | CONVERSION OF NOTE - CARUSO | $24,500.00 | 0.0700 | 350,000 | SEE NOTE 4 |
DECEMBER | CONVERSION OF DEBT - VIRAXID | $10,500.00 | 0.0700 | 150,000 | SEE NOTE 4 |
DECEMBER | CONSULTING – D. LEATH | $23,333.38 | 0.0700 | 333,334 | SEE NOTE 2 |
DECEMBER | CONSULTING – ARM, LLC | $14,000.00 | 0.0700 | 200,000 | SEE NOTE 2 |
DECEMBER | CONSULTING - SABA | $23,000.00 | 0.1150 | 200,000 | SEE NOTE 2 |
DECEMBER | REVERSAL OF DELK SHARE ISSUANCE | -$40,000.00 | 0.0800 | -500,000 | SEE NOTE 5 |
DECEMBER | CONVERSION OF DEBT – EDGAR SVCS | $4,500.00 | 0.0900 | 50,000 | SEE NOTE 4 |
|
|
| TOTAL | 10,650,420 | Q4 TOTAL |
|
|
|
| 31,758,530 | TOTAL OUTSTANDING AT 12/31/13 |
———————
NOTE 1 – During 2013 the Company entered into a number of consulting agreements for specific assistance related to curriculum development, new product development, business development and other general consulting. These agreements call for specific one time, or per month, amounts and are paid for in stock. The number of shares to be issued is determined monthly, based on the amount owed for that month, divided by 110% of the ten (10) day
average closing price for stock during the first ten (10) days of the month in which the charge was incurred. In some cases, an initial issuance of shares was made at the beginning of the effort, generally for work already performed. All of these agreements are subject to cancellation on sixty (60) days notice.
NOTE 2 – As noted in NOTE 1, certain of the consulting agreements entered into call for a one time payment for services rendered, either as an initial payment, or for payment of services rendered. The issuances noted here are for those one time payments.
NOTE 3 – The compensation policy during FY2013 for members of the Board of Directors was to include 1) an initial issuance of 350,000 shares on joining the Board, and 2) an annual stipend of 150,000. The issuances noted here cover the initial issuance for Lance and Leath, who joined the Board in October 2013, and an adjustment for all Board members to include an additional issuance of 150,000, which had not been previously issued, although it had previously been approved.
NOTE 4 – During the Q4 period the Company generally makes an attempt to convert any debts owed into common stock issuances, as a prudent effort to clean its balance sheet of obligations. Any shares issued are restricted shares. The accounting requires that the shares issued be charged to the Company based on the closing price of the stock on that day, as if the shares were free trading, even though they were restricted. During Q4 the Company was able to eliminate approximately $100,000 of its obligations in this effort, most taking a discount from the amounts owed. Any adjustments in accounting will be reflected in the fiscal audit report for the period ended 12/31/13.
NOTE 5 – During December 2013 the Company named Glenn Delk as General Counsel and as Interim CEO. Shortly after joining, Mr. Delk received an offer to become involved in a start up aimed at the STEM (science, technology, engineering and math) education area, and resigned these positions so he could pursue this new effort. On joining the Company issued him 500,000 shares in full compensation for his efforts during the next 12 months. On leaving, Mr. Delk returned the shares that had been issued, and those shares have now been canceled.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
During October 2013 the Company added Ms. Amy Lance to the Board of Directors, and as Chairman of the Board, and its added Mr. Mack Leath as President, and a member of the Board of Directors. This was reported on Form 8K and can found here: http://www.sec.gov/Archives/edgar/data/1099728/000155335013000836/sibe_8k.htm
On December 30. 2013, at a meeting of the Board, it contemplated a significant expansion of its operations, the Board decided to make offers to a number of well qualified individuals to join its Board. To make room for these new directors the Board has elected to expand to seven (7) directors. Further, it has received resignations from Mr. Michael Hanlon, and Mr. Peirce Sullivan to accommodate this expansion. The resignations had been discussed previously as a part of the Board expansion, and no conflicts existed with either of the Directors. We thank them for their service.
At the same meeting on December 30, 2013, the Board extended an offer to Mr. Frank Lightmas to join the Board. Mr. Lightmas, age 62, was a founder of Newco4education, LLC which was acquired by Sibling in 2010. Lightmas is a securities and arbitration attorney who graduated from Harvard University in 1973 with an A.B. in government and received his J.D. From Vanderbilt University in 1976. He is an experienced business executive, and for the last 23 years was a partner at Lightmas and Delk, with Glenn Delk who has an education related practice and had recently been named General Counsel for Sibling.
The Company maintains its corporate office in the same location as Mr. Lightmas and Mr. Delk and has agreed to pay $1,000 per month for the office, with $12,000 due for FY2013, and expects the same $1,000 per month during FY2014. The agreement is a simple month to month agreement and may be canceled at any time. Both are shareholders in the Company as a result of the share exchange transaction which occurred in the acquisition of Newco4education in 2010.
Separately, Mr. Delk has asked to step away from his recent appointment to pursue a new STEM (science, technology, engineering and math) initiative. The Company expects to work closely with Delk as he seeks to bring improved STEM programs to the K-12 education system in Georgia.
In addition, the Board authorized an offer for the acquisition of AcceleratingEd, LLC, and all related assets from Dave Saba, it sole owner. The Board also extended an offer to Mr. Saba to join the Board, and offered him the position of President. On January 9, Mr. Saba accepted the offers, and upon completion of final documentation, will become both an officer, and director, of the Company. It is expected to become final by the end of January 2014.
Mr. Saba is a successful business executive, graduating from the Naval Academy in 1983 with a bachelors degree in Engineering, and, in 1990, was awarded a Masters in Engineering Management from the University of South Florida. Before founding AcceleratingEd, he was COO for the Math + Science Initiative, Inc. The National Math + Science Initiative is focused on transforming schools in the United States through innovative programs with a budget of over $45 million annually. Prior to that he was CEO of Laying the Foundation, Inc. which provides teacher training and support. He has had other senior management roles in manufacturing, engineering and healthcare, as well as his experience in education.
Item 7.01
Regulation FD Disclosure
During the last quarter the Company made a number of releases in the press, and copies of each are included as exhibits in this filing. The five (5) releases from October through the date of this filing cover a number of topics, and are further discussed in this filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
99.1 |
| Press release dated October 10, 2013 |
99.2 |
| Press release dated October 14, 2013 |
99.3 |
| Press Release Dated November 18, 2013 |
99.4 |
| Press Release Dated November 21, 2013 |
99.5 |
| Press Release Dated January 13, 2014 |
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 thereunto duly authorized.
Sibling Group Holdings, Inc.
Signature |
| Date | |
|
|
|
|
By: | /s/ Ms. Amy Lance |
| January 17, 2014 |
Name: | Amy Lance |
|
|
Title: | Chairman of the Board |
|
|
|
|
|
|
Signature |
| Date | |
|
|
|
|
By: | /s/ Mr. Mack Leath |
| January 17, 2014 |
Name: | Mack Leath |
|
|
Title: | President and Secretary |
|
|
EXHIBIT 99.1
Sibling Group to Address Blended Learning Through Business Combination
Acquisition Would Allow for Expansion of Offerings, Sales Force, Specialized Curriculum and PD
ATLANTA, GA--(Marketwired - Oct 10, 2013) - Sibling Group Holdings, Inc. (OTCQB: SIBE) (www.siblinggroup.com) (the "Company"), whose business strategy is focused on the development and acquisition of 21st century educational management services and education technology, announced today that, subject to approval of final documents and terms, it intends to acquire the assets and operations of Blendedschools.net, a leading provider of blended learning curriculum, professional development, and online leaning. The Boards of both Companies have reviewed the anticipated transaction and agree that a combination may offer significant growth potential. Blendedschools.net has an 11 year history, and large base of clients, generally focused on smaller school districts, including those in rural settings.
Blendedschools.net is a not for profit entity based in Pennsylvania, and as such the final valuation and final terms are subject to review by certain regulatory bodies, and approval of both companies' Boards of Directors. All parties are proceeding with an expectation that the transaction can be completed during the fourth quarter. The timing is largely subject to regulatory approvals that may apply, as well as all other requirements for the sale of assets by a not for profit entity under the applicable state and federal tax code. The anticipated entity will combine Sibling's specialized curriculum and professional development plans and operations, with the existing operations of Blendedschools.net with expanded offerings, and distribution into the fast changing educational marketplace.
"The Blendedschools.net opportunity is exactly the kind of transaction that fits our model, allowing us to provide the capital and other resources necessary to accelerate the growth of a historical leader in the Blended Learning area, and expand the product offerings to include our upcoming STEM (science, technology, engineering and math), ESL (English as a second language), SpED (special education) and SEL (social and emotion learning) training and curriculum, as well as a new CTAE (career, technical and agricultural education) offering which Sibling has in the works," said Michael Hanlon, a member of the Sibling Board of Directors.
Blendedschools.net provides online curriculum with 192 master courses for the K-12 marketplace, all Common Core compatible; a complete hosted course authoring and learning management system (LMS) environment featuring both Blackboard and Canvas; the new Language Institute, with online courses in Arabic, Chinese, Spanish, French, Japanese, Latin, Russian, German and Hindi, all oriented to meet today's ESL requirements. The Blendedschools.net staff provides online, and on site training for Blended Learning training methods, conversion planning, and implementation. For more information, go to www.blendedschools.net, or call Sheri Border, at 814-542-2501 x181, or by email at sborder@blendedschools.net.
Sibling Group Holdings, Inc. (OTCQB: SIBE) (www.siblinggroup.com and http://www.specialedmatters.com/) intends to acquire, on a global basis, advanced technology and education management operations in order to enhance and accelerate the delivery of 21st century learning. By accessing funding from the public capital markets and melding them into a unified strategy, Sibling seeks to accelerate the improvement of K-12 education across the globe. The results: better educated children, sustainable and cost effective teaching model, primarily for K-12 education, and reduced dependence on governmental funding. Our current operations include professional development for the teaching profession and educational technology offerings, including classroom management tools. We are investing in specialized curriculum such as STEM (science, technology, engineering and math), ESL (English as a second language), SEL (social and emotional learning) and Special Ed aimed at supporting students, and teachers, with special needs. The Company's educational operations are based in Columbus, Ohio, and the executive offices are in Atlanta, Georgia.
Safe Harbor: This press release may contain forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Sibling Entertainment Group Holdings, Inc. is subject to risks detailed from time to time in its publicly filed documents available at www.sec.gov. Sibling Entertainment Group Holdings, Inc. does not undertake to update any forward-looking statements that it may make to conform to actual results. All current and potential shareholders are asked to read all filings for the Company at the Securities and Exchange Commission web site, www.SEC.gov.
EXHIBIT 99.2
Sibling Group Expands Board of Directors, Management Team
ATLANTA, GA--(Marketwired - Oct 14, 2013) - Sibling Group Holdings, Inc. (OTCQB: SIBE), (www.siblinggroup.com) (the "Company"), whose business strategy is focused on the development and acquisition of 21st century educational management services and education technology, announced today that it has made a number of changes to its Board of Directors and management team as is prepares to expand its operations significantly.
As of September 30, 2013 the Board accepted the resignation of Amy Austin as a Board member. She was a founder of Newco4education, LLC which was acquired by Sibling in 2010, and served for 3 years. A new position at her employer prevents her from holding a Board seat on an external company. Also, the Board accepted the resignation of Neal Sessions, from all positions previously held on the Board and in his management roles. Mr. Sessions cited a need to focus on his family business interests in his resignation. He remains available to assist the Company on a part time, consulting basis. There were no conflicts or issues between either party and the Company. We thank both for their time and consideration.
To expand the Board and position the management team for future growth, the Company has approved the appointment of Ms. Amy Lance to the Board of Directors, and in the position of Chairman of the Board. Ms. Lance has extensive business experience, and is a leading figure in the not-for-profit community in the Southeastern, US. Also approved by the Board was the appointment of Mr. Mack Leath to the Board of Directors, and as Secretary of the Company. Mr. Leath will become the President of the Corporation. He is an experienced business executive, with an emphasis on sales and marketing as well as start-up oriented financing transactions. He will be responsible for all aspects of the day to day operations of the Company.
ABOUT:
Sibling Group Holdings, Inc. (OTCQB: SIBE), (www.siblinggroup.com and http://www.specialedmatters.com/) intends to acquire, on a global basis, advanced technology and education management operations in order to enhance and accelerate the delivery of 21st century learning. By accessing funding from the public capital markets and melding them into a unified strategy, Sibling seeks to accelerate the improvement of K-12 education across the globe. The results: better educated children, a sustainable and cost effective teaching model primarily for K-12 education, and reduced dependence on governmental funding. Our current operations include professional development for the teaching profession and educational technology offerings including classroom management tools. We are investing in specialized curriculum such as STEM (science, technology, engineering and math), ESL (english as a second language), SEL (social and emotional learning) and Special Ed aimed at supporting students and teachers with special needs. The Company's educational operations are based in Columbus, Ohio, and the executive offices are in Atlanta, Georgia.
Safe Harbor:
This press release may contain forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Sibling Entertainment Group Holdings, Inc. is subject to risks detailed from time to time in its publicly filed documents available at www.sec.gov. Sibling Entertainment Group Holdings, Inc. does not undertake to update any forward-looking statements that it may make to conform to actual results. All current and potential shareholders are asked to read all filings for the Company at the Securities and Exchange Commission web site, www.SEC.gov.
EXHIBIT 99.3
Sibling Group Updates on Acquisitions, Operations and Markets
Expands Staff With Education Savvy General Counsel, Additional Appointments in Process
ATLANTA, GA--(Marketwired - Nov 18, 2013) - Sibling Group Holdings, Inc. (OTC Pink: SIBE), (www.siblinggroup.com) (the "Company"), whose business strategy is focused on the development and acquisition of 21st century educational management services and education technology, announced today that it has appointed Glenn A. Delk as its general counsel. He was a founder of NEWCO4EDUCATION, LLC, which was acquired by Sibling in 2010, and remains a shareholder.
Mr. Delk, age 62, has had a legal practice in Atlanta since graduating from Vanderbilt University's law school in 1976 where he also completed his undergraduate studies. His practice has focused on general business matters and includes significant education-related work. He is a recognized authority on education law including parent choice, charter school law, state and federal policy with regard to education, and education reform. Mr. Delk will also serve as the interim Chief Executive Officer. The Company is in the process of selecting and appointing additional key executives to expand its capabilities and experience pool.
With regard to its plans for additional acquisitions and operations, the Company stated that it expects to announce the addition of operations in the career education, testing and assessment, credentialing, and higher education areas. Also among its initiatives is an effort aimed at addressing the needs of rural and small town communities where over 65% of the school districts in the US are located. This group of over 10,000 school districts has unique needs and challenges as it moves to embrace 21st century learning including online access, blended learning implementation, professional development, specialized curriculum, and career training specific to each community's market and their local economy. The Company is in discussions with a number of school districts who may engage in pilot programs to help the community embrace the benefits of 21st century education, and assist the Company in better understanding how to deploy the resources needed quickly to achieve immediate results.
The Company has operations in educational technology as a result of its Classchatter.com web site, which now serves nearly 300,000 users, and with its pending acquisition of Blendedschools.net, a premier provider of online curriculum, learning management systems, and teacher training in blended learning technologies. This transaction is moving though the regulatory approval cycle with a target closing date around year end depending on the turnaround from the pertinent regulatory bodies.
It has begun a professional development library though the acquisition of PLC Consultants, whose curriculum allows teachers to gain accreditation and college credits in the area of Special Education. This library is undergoing an expansion, and the Company expects to embrace STEM (science, technology, engineering and math), ESL (English as a second language), SEL (social and emotional learning) and CTAE (career, technical and agricultural education) in addition to an expanded Special Education course offering.
ABOUT:
Sibling Group Holdings, Inc. (OTC Pink: SIBE), (www.siblinggroup.com and http://www.specialedmatters.com/) intends to acquire, on a global basis, advanced technology and education management operations in order to enhance and accelerate the delivery of 21st century learning. By accessing funding from the public capital markets and melding them into a unified strategy, Sibling seeks to accelerate the improvement of education across the globe. The results: better educated children and adults, a sustainable and cost effective instructional model and reduced dependence on governmental funding. Our current operations include professional development for the teaching profession and educational technology offerings including classroom management tools. We are investing in specialized curriculum such as STEM (science, technology, engineering and math), ESL (English as a second language), SEL (social and emotional learning) and Special Ed aimed at supporting students and teachers with special needs. The Company's educational operations are based in Columbus, Ohio, and the executive offices are in Atlanta, Georgia.
Safe Harbor:
This press release may contain forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Sibling Group Holdings, Inc. is subject to risks detailed from time to time in its publicly filed documents available at www.sec.gov. Sibling Group Holdings, Inc. does not undertake to update any forward-looking statements that it may make to conform to actual results. All current and potential shareholders are asked to read all filings for the Company at the Securities and Exchange Commission web site, www.SEC.gov.
EXHIBIT 99.4
Edevate to Join Sibling Group
Accreditation for MOOCS, Career Assessment, Credentials and More
ATLANTA, GA--(Marketwired - Nov 21, 2013) - Sibling Group Holdings, Inc. (OTCQB: SIBE), (www.siblinggroup.com) (the "Company"), whose business strategy is focused on the development and acquisition of 21st century educational management services and education technology, announced today that it has entered into an agreement to acquire the assets and operations of EDEVATE (www.edevate.us and www.edevate.com), an Atlanta based company with offerings aimed at the burgeoning market for career assessment at all levels, and a testing and credentialing service that transforms all of life's experiences into valuable credentials. The transaction is subject to final approval of both Boards, and other conditions. Upon completion, the operations and management will join Sibling and its management, along with the recently announced business combination with Blendedschools.net, which will make up the senior management team.
"We see this as a paradigm shift for the Company, allowing us to span from Pre-K through K-12, and now career development and professional degrees. EDEVATE's approach is complementary to the development we already brought together, and will leverage both the professional development libraries and the delivery systems that Blendedschools.net contributes," said Amy Lance, Sibling's Chairman of the Board. She continued, "We are impressed by the work that has gone into EDEVATE and expect to use that as a cornerstone of a much larger marketing plan across the entire educational marketplace. We will leverage the experience base of their management team to accelerate our growth dramatically."
EDEVATE is a recent startup whose management includes experience in both education and business development. Edevate was founded by its CEO, College Chancellor, Gareth N. Genner with backing from Frank Hanna of Hanna Capital. Gordon Rogers, the President of Edevate is a 25 year veteran of start-ups in the field of digital education and learning management, having founded an e-learning software company (Meliora Systems), and has been a part of Asymetrix Learning, which is now part of SumTotal Systems, a leading LMS provider. He spent the last decade working with early stage ventures in the ed-tech sector, including both K-12 and higher-ed markets, as well as start-ups developing innovative offerings in the digital publishing, virtual worlds/MMO games for kids, and mobile learning areas.
There are in excess of 22 million unemployed or underemployed work-eligible adults in the United States while 4 million skilled jobs remain unfilled because of a lack of qualified candidates. It is estimated that by 2020 there will be over 9 million such openings and a comparable number of unemployed candidates without requisite skills. There are forecast to be 100 million active MOOC students by 2020.
The EDEVATE platform is proprietary. The company holds numerous Trademarks for the trading style and associated terms as well as URL registrations. The concept of "Incremental Credentialing" is a fruit of the experience of the founders and is the subject of a Patent. Edevate has an agreement with Excelsior College (http://www.excelsior.edu/) allowing Edevate users to earn ACE transfer credit and accredited college degrees. Edevate's strategic partnership with Expert Rating (http://expertrating.com) provides immediate access to 600 skill credentials that have been used by 2,000,000 test takers in 10,000 enterprises and 60 countries together with capacity to develop custom assessments for high volume MOOCS. Edevate's exclusive relationship with Saint Charles College offers a unique opportunity to develop into a nationally accredited degree granting institution.
Edevate credentials learning experiences gained through free Massive Open Online Courses (MOOCS) and offers users a central repository for their credentials and learning experiences. Edevate users build a comprehensive transcript of their learning experiences and skills. Edevate also allows users to complete customized assessments of prior learning, thereby converting un-assessed learning experiences into accredited and transferable credentials.
Traditional higher education is increasingly beyond the financial reach of both high school graduates and working adults. US student loans exceed one trillion dollars and the legacy system is not providing skilled workers required by the US and other economies. Time commitments make it difficult for working adults to attend brick & mortar institutions and online career colleges have high dropout rates and prohibitive tuition. MOOCS alone offer only a partial solution as they are typically un-assessed and hence do not provide evidence of competence. By offering accredited assessments of prior learning, including options for transferable college credit, Edevate offers an alternative that is tuition free with minimal testing costs, allowing students to acquire career focused skills and qualifications at their own pace and schedule without incurring student loans.
ABOUT:
Sibling Group Holdings, Inc. (OTCQB: SIBE), (www.siblinggroup.com and http://www.specialedmatters.com/) intends to acquire, on a global basis, advanced technology and education management operations in order to enhance and accelerate the delivery of 21st century learning. By accessing funding from the public capital markets and melding them into a unified strategy, Sibling seeks to accelerate the improvement of education across the globe. The results: better educated children and adults, a sustainable and cost effective instructional model and reduced dependence on governmental funding. Our current operations include professional development for the teaching profession and educational technology offerings including classroom management tools. We are investing in specialized curriculum such as STEM (science, technology, engineering and math), ESL (english as a second language), SEL (social and emotional learning) and Special Ed aimed at supporting students and teachers with special needs. The Company's educational operations are based in Columbus, Ohio, and the executive offices are in Atlanta, Georgia.
Safe Harbor:
This press release may contain forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Sibling Group Holdings, Inc. is subject to risks detailed from time to time in its publicly filed documents available at www.sec.gov. Sibling Group Holdings, Inc. does not undertake to update any forward-looking statements that it may make to conform to actual results. All current and potential shareholders are asked to read all filings for the Company at the Securities and Exchange Commission web site,www.SEC.gov.
Contact:
CONTACT:
Alexandra Langheinrich
Email: Alexandra@wallstreetnewscast.com
PHONE : (201) 355-6946
EXHIBIT 99.5
Sibling Acquires Consulting Group, Expands Board
Founder, Industry Expert to Join Executive Team, Drive Mergers, Marketing and Sales
ATLANTA, GA--(Marketwired - Jan 13, 2014) - Sibling Group Holdings, Inc. (OTC Pink: SIBE), (www.siblinggroup.com) (the "Company") announced today that it is acquiring AcceleratingED, LLC (http://www.acceleratinged.com/), a consulting operation with a focus on business development and scaling for educational services and educational technology providers, and is naming its founder, Dave Saba, as President of Sibling. The transaction is only subject to final documentation, and has already been approved by the Board of Directors, and should be completed by month end.
Mr. Saba, age 53, is a 1983 graduate of the United States Naval Academy who, after serving with distinction in the Navy has run highly successful operations in manufacturing, health care, and education. "This is an incredibly exciting opportunity to dramatically improve educational outcomes for students across the country by bringing together some of the best organizations in the education space," said Saba. The Company is expected to finalize the purchase of Blendedschools.net shortly, with its current blended learning technology and services complemented by new additions in professional development curriculum, including special education, as well as a child development associate (CDA) program in the spring.
Saba, a 25 year veteran in the education space, will assume the role as President with direct responsibility for the Company's growth strategy by increasing organic sales and strategic acquisitions for additional growth. Saba will also be joining Sibling's Board of Directors. He assumes the President's position from Mack Leath, a business executive who also sits on the Sibling Board of Directors. Leath will remain on staff during a transition period, as well as in his Board assignment.
Also joining the Board of Directors at the end of January will be Frank Lightmas, age 62, who was a founder of Newco4education, LLC which was acquired by Sibling in 2010. Lightmas is a securities and arbitration attorney who graduated from Harvard University in 1973 with an A.B. in government and received his J.D. From Vanderbilt University in 1976. He is an experienced business executive, and for 23 years was a partner with Glenn Delk who has an education related practice and had recently been named General Counsel for Sibling. Delk has asked to step away from his recent appointment to pursue a new STEM (science, technology, engineering and math) initiative. The Company expects to work closely with Delk as he seeks to bring improved STEM programs to the K-12 education system in Georgia.
To make room for the new directors, the Board recently accepted the resignations of Michael Hanlon and Peirce Sullivan who had served for the last year. The Company had no disagreements with either, and their retirement had been contemplated for several months as the Company sought to add more education and public company experience to the organization. Further additions to the organization are expected in the near term as the Company ramps up its business activity, and adds other education related business to its current capabilities.
ABOUT:
Sibling Group Holdings, Inc. (OTC Pink: SIBE), (www.siblinggroup.com) intends to acquire, on a global basis, advanced technology and education management operations in order to enhance and accelerate the delivery of 21st century learning. By accessing funding from the public capital markets and melding them into a unified strategy, Sibling seeks to accelerate the improvement of education across the globe. The results: better educated children and adults, a sustainable and cost effective instructional model and reduced dependence on governmental funding. Our current operations include professional development for the teaching profession and educational technology offerings including classroom management tools. We are investing in specialized curriculum such as STEM (science, technology, engineering and math), ESL (English as a second language), SEL (social and emotional learning) and Special Ed aimed at supporting students and teachers with special needs. The Company's educational operations are based in Columbus, Ohio, and the executive offices are in Atlanta, Georgia.
Safe Harbor:
This press release may contain forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Sibling Group Holdings, Inc. is subject to risks detailed from time to time in its publicly filed documents available at www.sec.gov. Sibling Group Holdings, Inc. does not undertake to update any forward-looking statements that it may make to conform to actual results. All current and potential shareholders are asked to read all filings for the Company at the Securities and Exchange Commission web site, www.SEC.gov.