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): November 18, 2013
5BARz INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53778 | 26-4343002 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| incorporation) |
|
1218 Third Ave., Suite 505 Seattle, Washington |
| (Address of principal executive offices) |
(877) 723-7255
Registrant’s telephone number, including area code
(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 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 3.02 Unregistered Sales of Equity Securities
Securities sold:
During the period July 25, 2013 through November 18, 2013 the Company received subscription agreements, aggregating $2,721,390 pursuant to a private placement offering memorandum, for the sale of 27,213,904 units, sold at a price of $0.10 per unit. Each unit is comprised of one common share of the common stock of the issuer, par value $0.001 per share, and one share purchase warrant to acquire a second common share at a price of $0.30. The warrant is exercisable for a period of two years.
Consideration:
The securities were sold for cash proceeds of $2,116,980 and securities to settle debts aggregate $604,410. The aggregate offering proceeds were received by the Company without discount or commissions on the sales.
Exemption from Registration Claimed
The subscription agreements were sold to accredited investors, in reliance on “Rule 506” exemption from registration.
Terms of exercise – Attached Warrants
The warrants attached to the unit offering may be exercised at any time up to the date of expiry of the warrants, which is two years from the date of issue of the securities, for cash proceeds of $0.30 per unit.
Use of Proceeds
Proceeds from the offering are to be used for general working capital purposes, for funding the opening of the Company’s innovation center in San Diego, California, and to finance the initial order of inventory to commence commercial shipments of product from the Company, as well as the completion of the second generation cellular network extender in process for delivery under the terms of a collaboration arrangement with a major global wireless carrier.
ITEM 8.01
Settlement of Debts:
On September 30, 2013, the Registrant entered into an agreement with a subsidiary Company, Cellynx Group, Inc. to extend the terms of a Line of Credit agreement that it had entered into with that 60% owned subsidiary (See Revolving Line of Credit – Extension Agreement, filed with the Companies 10Q – September 30, 2013.). In conjunction with the extension agreement, the Registrant assumed liabilities under the Line of Credit Agreement, that were owed by the subsidiary to third parties in the amount of $1,435,506. Those liabilities were settled for shares during the period September 30, 2013 to November 18, 2013, as a part of the private placement referred to above. The aggregate amount of securities issued to settle those debts was $511,957, comprised of 5,119,570 shares and warrants to acquire another share at a strike price of $0.30 per unit. In addition the Registrant settled other liabilities that it owed to third parties in the amount of $92,453 by the issuance of those securities. The sales of securities and settlement of debts is outlined in the press release attached hereto as Exhibit 99.1 and Pro-Forma balance sheet attached hereto as Exhibit 99.2
Item 9.01
Financial Statements and Exhibits
Exhibit
Number Description
99.1 Press release dated November 12, 2013 – Completion of $2.7 Million Private Placement
99.2 Pro-Forma Balance Sheet – September 30, 2013
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.
|
5BARz INTERNATIONAL, INC. (Registrant) |
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| Date: December 11, 2013 | By: | /s/ Daniel Bland | |
| Name: Daniel Bland | |||
| Title: Chief Executive Officer | |||
EXHIBIT 99.1
5BARz International, Inc. Completes $2.7M Private Placement
Seattle, Washington – November 12, 2013 – 5BARz International Inc. (OTCBB: BARZ) (Berlin: O5B), a technology leader in the cellular network extender industry, announced today the completion of a private placement, resulting in net proceeds of (i) $2,721,390. The Company issued (i) 27,213,904 units, at a price of $0.10 per unit, with each unit comprised of one share of the common stock of the issuer and one share purchase warrant to acquire a second common share at a price of $0.30. The warrant is exercisable for a period of two years.
After more than five years of development, and approximately $13 million dollars of capital invested, the Company’s commercialized technology is being recognized as a solution to improve cellular connectivity. This recognition is facilitating a broad expansion of the Company’s opportunities in terms of market integration as well as attracting the capital resources necessary to continue executing the Company’s business strategy.
“This capital injection allows us to accelerate the completion and delivery of our second-generation device that is being designed to work on the frequency of a major global network carrier, with over 150 million mobile subscribers. We believe that this product will ultimately be adopted by network carriers around the world as the preferred solution in the industry. While our first-generation device, the Road Warrior, was a technology breakthrough in its own right and winner of a prestigious design and engineering award at the 2010 CES, our second-generation device will have features never seen before in our industry. We look forward to delivering this second-generation device for testing and qualification by our partners at the beginning of the new year,” said Daniel Bland, CEO of 5BARz.
There is an increasing need in the market for cellular network extenders as consumers clamor for improved cellular connectivity. 5BARz is uniquely positioned to lead this path, with a patented technology that incorporates the Network Protection Standard Requirements recommended in the recent FCC ruling, making the Company’s product both user and network friendly.
About 5BARz International Inc.
The 5BARz International Inc. business is focused upon the global commercialization of a patented product technology branded under the name 5BARz™. 5BARz™ is a cellular network infrastructure device for use in the small office, home or for when users are mobile. 5BARz™ incorporates a patented technology to create a highly engineered, single-piece, plug 'n play unit that strengthens weak cellular signals to deliver high quality signals for voice, data and video reception on cell phones and other cellular equipped devices. 5BARz™ represents a key solution for cellular network operators in providing clear, high quality signal for their subscribers with a growing need for high quality connectivity. 5BARz International Inc.'s shares are publicly traded on the OTCBB under the ticker symbol BARZ in the US and on the Berlin Stock Exchange (http://www.boerse-berlin.com) under symbol "O5B."
On behalf of the Board of Directors
"Mr. Daniel Bland" CEO & Director
5BARz International Inc.
Legal Notice Regarding Forward-Looking Statements
The information contained in this release consists of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements involve known and unknown risks and uncertainties, including all business uncertainties relating to product development, marketing, market acceptance, future capital requirements, and competition in general that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
Investor Relations:
1-877-723-7255
Email: IR@5Barz.com
Media Contact:
Maria Mancuso
CVOX Group LLC
Tel: 305-573-4775
Email: maria@cvoxgroup.com
| (i) | Figures updated from press release issued November 12, 2013 to reflect completion of additional subscriptions |
Exhibit 99.2
| 5BARz INTERNATIONAL INC. AND SUBSIDIARIES | ||||||||||||
| ( A Development Stage Company) | ||||||||||||
| CONDENSED CONSOLIDATED PRO-FORMA BALANCE SHEETS | ||||||||||||
| (Unaudited) | ||||||||||||
| September 30, | Adjustments | September 30, | ||||||||||
| 2013 | 2013 | |||||||||||
| ASSETS | Pro-Forma | |||||||||||
| CURRENT ASSETS: | ||||||||||||
| Cash | $ | 143,754 | (i) | 1,566,980 | $ | 1,710,734 | ||||||
| Prepaid expenses and deposits | 61,075 | 61,075 | ||||||||||
| TOTAL CURRENT ASSETS | 204,829 | 1,771,809 | ||||||||||
| FIXED ASSETS: | ||||||||||||
| Equipment, net | 7,015 | 7,015 | ||||||||||
| OTHER ASSETS: | ||||||||||||
| Intangible assets | 3,387,406 | 3,387,406 | ||||||||||
| Goodwill | 1,140,246 | 1,140,246 | ||||||||||
| Total other assets | 4,527,652 | 4,527,652 | ||||||||||
| TOTAL ASSETS | $ | 4,739,496 | $ | 6,306,476 | ||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| CURRENT LIABILITIES: | ||||||||||||
| Accounts payable and accrued expenses | $ | 2,562,262 | (ii) | (1,018,823 | ) | $ | 1,543,439 | |||||
| Due to escrow agent | 52,321 | 52,321 | ||||||||||
| Accrued derivative liabilities | 60,772 | 60,772 | ||||||||||
| Notes payable (net of discount) | 1,089,882 | (iii) | (514,398 | ) | 575,484 | |||||||
| TOTAL CURRENT LIABILITIES | 3,765,237 | 2,232,016 | ||||||||||
| Related party loans | 472 | 472 | ||||||||||
| TOTAL LIABILITIES | 3,765,709 | 2,232,488 | ||||||||||
| STOCKHOLDERS' EQUITY | ||||||||||||
| Common stock, $.001 par value, 250,000,000 shares authorized; 160,117,625 shares issued and outstanding as of September 30, 2013 on a pro-forma basis | 138,404 | 21,714 | 160,118 | |||||||||
| Capital in excess of par value | 5,179,130 | 2,149,676 | 7,328,806 | |||||||||
| Deficit accumulated during the development stage | (4,989,290 | ) | (iv) | 928,811 | (4,060,479 | ) | ||||||
| Accumulated Other Comprehensive Income | 27,250 | 27,250 | ||||||||||
| Non-controlling interest | 618,293 | 618,293 | ||||||||||
| Total stockholders' equity | 973,787 | 4,073,988 | ||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 4,739,496 | $ | 6,306,476 | ||||||||
| (i) | Private placement proceeds received subsequent to September 30, 2012 - $1,566,980 |
| (ii) | Settlement of accounts payable for units $1,018,823 |
| (iii) | Settlement of notes payable for units $514,398 |
| (iv) | Gain on settlement of debts - $928,811 |