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): March 9, 2016
YAPPN CORP.
(Exact Name of Small Business Issuer as Specified in Charter)
| Delaware | 000-55082 | 27-3448069 | ||
|
(State
or Other Jurisdiction |
(Commission File Number) |
(IRS
Employer |
1001 Avenue of the Americas, 11th Floor New York, NY |
10018 | |
| (Address of Principal Executive Offices ) | (Zip Code) |
Small Business Issuer’s telephone number, including area code: (888) 859-4441
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the small business issuer 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)) |
As used in this report, the terms "we", “us", “our", the “Company,” “Yappn” refers to Yappn Corp., a Delaware corporation.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this Current Report on Form 8-K contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, and the effect of economic conditions include forward-looking statements.
Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties.
Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.
As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events. You are advised, however, to consult any additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.
Item 8.01. Other Events.
On March 9, 2016, the Company announced that it negotiated a revised three (3) year Master Service Agreement (“MSA”) with Intelligent Content Enterprises Inc. (“ICE”) with respect to its Digital Widget Factory Inc. (Ontario) platform.
On March 4, 2016 Intelligent Content Enterprises Inc. announced the acquisition of all of the assets and ongoing operations of Digital Widget Factory (Belize)(“DWF Belize”). DWF Belize’s payables to Yappn Corp., up to the closing date, are secured by way of DWF Belize’s equity in ICE and DWF Belize has already begun to make cash payments to Yappn against the receivables.
Shortly after the contract with DWF (Belize) and Yappn was initiated, Yappn announced on January 22, 2015, the launch of Yadmark Inc. and Yaffiliate Marketing Services Inc., as part of the DWF Belize program. These divisions, together with Langulas Inc., were registered by Yappn on behalf of DWF Belize to support its revenue programs and transferred to ICE’s new subsidiary DWF (Ontario) in accordance with that understanding as part of the transaction with DWF (Belize) and ICE. The Press Release on the above matter is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release dated March 9, 2016. |
| 2 |
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.
March 14, 2016
| Yappn Corp. | ||
| By: | /s/ Edward P. Karthaus | |
| Edward P. Karthaus | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
Yappn Continues Its Real-Time Language Services Commitment to Digital Widget Factory After Its Purchase by Intelligent Content Enterprises Inc.
Mar 09, 2016
OTC Disclosure & News Service
NEW YORK, March 09, 2016 (GLOBE NEWSWIRE) -- Yappn Corp. (“Yappn” or “Company”) (OCTQB:YPPN), a leader in real-time language technology and translation, announces today that it has negotiated a revised three (3) year Master Service Agreement (“MSA”) with Intelligent Content Enterprises Inc. (“ICE”) with respect to its Digital Widget Factory Inc. (Ontario) platform. Yappn will continue to service ICE directly through the MSA under the revised fee for services program.
On March 4, 2016 Intelligent Content Enterprises Inc. announced the acquisition of all of the assets and ongoing operations of Digital Widget Factory (Belize)(“DWF Belize”). DWF Belize’s payables to Yappn Corp., up to the closing date, are secured by way of DWF Belize’s equity in ICE and DWF Belize has already begun to make cash payments to Yappn against the receivables.
Shortly after the contract with DWF (Belize) and Yappn was initiated, Yappn announced on January 22, 2015, the launch of Yadmark Inc. (“Yadmark”) and Yaffiliate Marketing Services Inc. (“Yaffiliate”), as part of the DWF Belize program. These divisions, together with Langulas Inc. were registered by Yappn on behalf of DWF Belize to support its revenue programs and transferred to ICE’s new subsidiary DWF (Ontario) in accordance with that understanding as part of the transaction with DWF (Belize) and ICE.
Ed Karthaus, President & CEO of Yappn Corp. stated: “We are very pleased to have a secured commitment to continue Yappn services and have already received partial payment of the outstanding receivable since the completion of the acquisition of DWF Belize by ICE. With further funds forthcoming to ultimately satisfy the secured receivable, we will continue to move forward with further development of the platform under ICE’s ownership program.”
About Yappn
Yappn Corp. (OTCQB:YPPN) empowers brands to globalize their offerings and build larger market share by efficiently removing the language barrier in real-time. Focusing on the Ecommerce market, Yappn is the most innovative supplier of Advanced Machine Translation Services to provide a complete customizable set of tools to engage consumers in up to 67 languages to support the entire sales cycle, in real-time, from online marketing to Ecommerce sales and customer care.
Yappn provides high fidelity language services, utilizing its 3 US patents and proprietary technology to understand the true meaning of the message. System integration is quick and cost-effective, increasing efficiency, effectiveness and customer satisfaction.
For more information, please visit http://www.yappn.com or contact:
Jeanny So, VP, Strategy & Corporate Communications
E: jeanny@yappn.com
T: 1.800.395.9943 x 228
To be added to the news release distribution list, please email: jeanny@yappn.com with the word “News” on the subject line
Forward Looking Information
Legal Notice and Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, and those preceded by or that include the words “believes,” “expects,” “given,” “targets,” “intends,” “anticipates,” “plans,” “projects,” “forecasts” or similar expressions, are “forward-looking statements.” Although Yappn Corp.’s management believes that such forward-looking statements are reasonable; it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company's future results to differ materially from those anticipated. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company's filings with the SEC including the Current Reports on Form 8-K and the Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The Company assumes no obligation to update any of the information contained or referenced in this press release.