U.S.
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): May 3, 2017
HALITRON, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 333-143625 | 68-0539517 | ||
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
|
3 Simm Lane, Suite 2F, Newtown, CT |
06470 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Company’s telephone number, including area code: (877) 710-9873
(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 (See General Instruction A.2 below):
| [ ] | 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.
On May 2, 2017, Halitron, Inc. (the “Company”) entered into a Settlement Agreement and Stipulation (“Agreement”) with Northbridge Financial, Inc., a Delaware corporation (“NBF”). Pursuant to the Agreement (attached hereto as Exhibit 10.1), NBF acquired outstanding liabilities of the Company in the principal amount of not less than $369,793.44.
After the execution of the Agreement, the Company and NBF submitted to the Court (defined below), pursuant to Section 3(a)(10) of the Securities Act of 1933 (“Act”), the terms and conditions of this Agreement for a hearing on the fairness of such terms and conditions, including the issuance of the Settlement Shares, as defined in the Agreement.
On May 3, 2017, the Circuit Court of the Twelfth Judicial Circuit of Florida (Manatee County) entered an Order (see Exhibit 10.2) finding that the Agreement is approved as fair to NBF, within the meaning of Section 3(a)(10) of the Act, and that the sale of the shares to NBF and the resale of the shares by NBF will be exempt from registration under the Act.
ITEM 7.01 REGULATION FD DISCLOSURE
On May 12, 2017, the Company issued a press release announcing future Company operations.. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated in this Item 7.01 in its entirety.
The information contained in, or incorporated into, this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant to Item 601 of Regulation S-K.
| 2 |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
| HALITRON, INC | ||
| Dated: May 12, 2017 | By: | /s/ Bernard Findley |
| Bernard Findley, Chief Executive Officer | ||
| 3 |
EXHIBIT INDEX
| Number | Description | |
| 10.1 | Settlement Agreement and Stipulation between the Company and Northbridge Financial, Inc. dated May 2, 2017. | |
| 10.2 | Order Granting Approval of Settlement Agreement and Stipulation dated May 3, 2017. | |
| 99.1 | Press Release of the Company issued May 12, 2017. |
| 4 |
Halitron, Inc. Anticipates
Completion of the Audit to become an SEC Fully Reporting Company
Audit Expected to be Completed and Form 10-K filed in June-July 2017
NEWTOWN, CT, May 12, 2017 (OTC Disclosure & News Service) – Halitron, Inc. (the “Company,” “Halitron”) (OTC: HAON), a holding company implementing a roll-up of sales, marketing, and manufacturing businesses, today announced that it expects to be a Securities and Exchange Commission reporting public company with the completion of its audit in May-June 2017, and filing of its delinquent Annual Reports on Forms 10-K in June – July 2017.
On February 27, 2017, Halitron announced its engagement of Freidman LLP to conduct a US GAAP audit of the books and records of Halitron in preparation for listing on the OTCQB market.
Bernard Findley, Halitron, Inc.’s CEO stated, “We are excited to be able to announce that we are still on path to becoming a fully reporting SEC, audited OTCQB traded company by mid-year. We believe that this will open more doors for us, in terms of not only access to capital but also, an increasing number of future acquisitions.”
About Halitron, Inc.
Halitron, Inc., a holding company, is focused on acquiring sales, marketing, and manufacturing businesses, and then rolling them into an efficient, low-cost operating infrastructure. The Company is structured with two Strategic Business Units; Sales & Marketing Division and a Manufacturing Division. Management targets operating entities that can either benefit from current operating infrastructure or operate autonomously and offer an additional product or service to scale existing operations. For more information on Halitron, Inc., please visit: www.halitroninc.com.
To learn more about our business model, please visit:
http://halitroninc.com/corporate-events/
Halitron is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron is not registered with FINRA or SIPC.
Safe Harbor Statement:
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in completing various engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, shortages in components, production delays due to performance quality issues with outsourced components, and various other factors beyond the Company's control. Halitron, Inc is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Halitron, Inc. is not an investment adviser pursuant to the Investment Advisers Act of 1940. Halitron, Inc. is not registered with FINRA or SIPC.
Contact:
Halitron
Investor Relations
3 Simm Lane, Suite 2F, Newtown, CT 06470
1-877-710-9873
www.halitroninc.com
info@halitroninc.com