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):
February 19, 2016
FBEC WORLDWIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
| Wyoming | 000-52297 | 47-3855542 |
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1621 Central Ave., Cheyenne, WY 82001
(Address of principal executive offices)
___N/A___
(Former Name or former address if changed from last report.)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
On February 19, 2016, FBEC Worldwide, Inc., (“FBEC”) entered into a Lock-up Agreement (the “Lock-up Agreement”) with MIDAM Ventures LLC (“MIDAM”). Pursuant to the Lock-up Agreement, MIDAM will act as the exclusive provider to the Company of the following services: (i) investor relations and public relations, (ii) product marketing; (iii) product development; (iv) day to day business advice; (v) assistance in writing and submission of all press releases and public filings; (vi) fund raising; (vii) optimizing corporate structure: (viii) bookkeeping; and (ix) vendor relations (collectively, the “Services”).
In exchange for such exclusivity, MIDAM has agreed to restrict its transfer of 50,000,000 shares of restricted common stock of FBEC (the “Common Stock”) for a period of five (5) years. The Common Stock was obtained by MIDAM pursuant to a stock purchase agreement, by and between MIDAM and Robert Sand, dated February 19, 2016.
Prior to the date of the Lock-up Agreement, MIDAM was acting as the non-exclusive provider of the Services.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
Lock-up Agreement, by and between FBEC Worldwide, Inc. and MIDAM Ventures LLC, dated February 19, 2016. |
| 99.1 | Press release, dated February 22, 2016 |
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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.
February 22, 2016
FBEC Worldwide, Inc.
/S/ Jason Spatafora
By: Jason Spatafora
Title: Chief Executive Officer
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EXHIBIT INDEX
| Exhibit No. | Document Description | ||
|
10.1 |
Lock-up Agreement, by and between FBEC Worldwide, Inc. and MIDAM Ventures LLC, dated February 19, 2016. |
||
| 99.1 | Press release, dated February 22, 2016. |
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Exhibit 10.1
LOCK-UP AGREEMENT
This LOCK-UP AGREEMENT, dated as of February 19, 2016, is by and between FBEC Worldwide, Inc., a Wyoming corporation (the “Company”), and MIDAM Ventures LLC (the “Consultant”).
W I T N E S S E T H:
WHEREAS, the Consultant wishes to be the exclusive provider of investor relations services to the Company and the Company is willing to accept such exclusivity upon the terms and conditions hereinafter set forth;
WHEREAS, the Consultant, on the date hereof, purchased 150,000,000 shares of the Company’s common stock, par value $.001 per share, of the Company (the “Shares”) from Robert Sand;
WHEREAS, the Consultant has covenanted to return 100,000,000 of the Shares to the Company’s treasury in conjunction with the purchase from Robert Sand;
AND WHEREAS, the Consultant is willing to restrict the transfer of the remaining 50,000,000 Shares purchased from Robert Sand in exchange for the aforementioned exclusivity.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
The Consultant and the Company have entered into a Consulting Agreement, dated as of September 30, 2015 (the “Consulting Agreement”), pursuant to which the Consultant shall provide to the Company the following services: (i) investor relations and public relations, (ii) product marketing; (iii) product development; (iv) day to day business advice; (v) assistance in writing and submission of all press releases and public filings; (vi) fund raising; (vii) optimizing corporate structure: (viii) bookkeeping; and (ix) vendor relations (collectively, the “Services”).
As consideration for the Company making the Consultant the exclusive provider of the Services, the Consultant hereby agrees that it will not, during the period commencing on the date hereof and ending on February 19, 2021 (such period referred to herein as the “Lock-Up Period”), offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Shares of Common Stock purchased from Robert Sand, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement.
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The Consultant confirms that this Lock-Up Agreement is irrevocable and shall be binding on the Consultant’s legal representatives, successors and assigns. This Lock-up Agreement shall be governed by, and construed in accordance with, the laws of the State of Wyoming.
| Very truly yours,
MIDAM VENTURES LLC
By: /s/ Adam Heimann Name: Adam Heimann
Agreed and Accepted FBEC WORLDWIDE, INC.
By: /s/ Jason Spatafora Name: Jason Spatafora Title: Chief Executive Officer |
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Exhibit 99.1
FBEC Worldwide Inc. Announces 100,000,000 Shares of Common Stock to be Retired; Additional 50,000,000 Common Shares to be Locked Up for 5 Years
PR Newswire
CHEYENNE, Wyo., Feb. 22, 2016
CHEYENNE, Wyo., Feb. 22, 2016 /PRNewswire/ -- FBEC Worldwide, Inc. (FBEC), a beverage company with intellectual property formulas and marketing capability for the production and distribution of proprietary beverages and CBD products, is pleased to announce 100,000,000 common shares will be retired and an additional 50,000,000 common shares will be restricted to a 5 year lockup agreement.
Midam Ventures LLC has executed a stock purchase agreement with former CEO Robert Sand in which Midam purchased 150,000,000 common shares from Robert Sand. The Company has been informed by Midam that they will be retiring 100,000,000 shares back to the Company's Treasury immediately. In addition, the Company and Midam have agreed to a 5 year lockup agreement for the remaining 50,000,000 shares effective today, February 22, 2016.
Midam's managing partner Adam Heimann stated, "Given both my and Midam's involvement with FBEC Worldwide, we felt it beneficial to the Company's future to clean up the existing share structure. Removing such a large equity position from previous management creates a healthier environment for both current and future shareholders."
Mr. Heimann added, "FBEC Worldwide is a company of great promise. In a short period of time, new management has grown a robust product portfolio, brought product to market, formed strategic joint ventures, and added celebrity endorsement. Midam's decision to retire 100,000,000 shares and agree to a lock up agreement for the remaining 50,000,000 shares, was based on our confidence in the long term growth potential of the Company."
CEO Jason Spatafora said, "The confidence that Midam Ventures has demonstrated today is a testament to the growth potential for FBEC Worldwide & to a greater extent the industry as a whole. The capital structure has greatly improved today and FBEC has a team committed to its future for the next five years. I couldn't be more excited about the positive impact this will have on FBEC's future."
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About FBEC Worldwide, Inc.
FBEC Worldwide is an innovative beverage company dedicated to offering proprietary products focused towards significant target markets, both domestic and abroad. We are committed to increasing our market size and scope through the optics of creative marketing and most importantly customer satisfaction. Our growth strategies will focus on a number of major initiatives including, unique branding opportunities that will be targeted at key demographic groups, and to develop strong community and distributor relationships.
As we look ahead, FBEC Worldwide will develop and build name brands focused on strong rates of growth within key fundamental consumer groups. Our company is dedicated to becoming a leading developer of name brand beverage alternatives geared specifically towards large, significantly important demographics within major markets.
Safe Harbor for Forward-Looking Statements: This news release includes forward-looking statements. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, readers are cautioned that such forward-looking statements represent management's opinion. Whereas management believes such representations to be true and accurate based on information and data available to the company at this time, actual results may differ materially from those described. The Company's operations and business prospects are always subject to risk and uncertainties. Important factors that may cause actual results to differ are and will be set forth in the company's periodic filings with the U.S. Securities and Exchange Commission.
Contact:
Investors:
Joe Sirianni
MIDAM Ventures LLC
(305) 707-7018
jsirianni@MidamIr.com
www.MIDAMIr.com
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