Business Context and Reporting Period
This Form 8-K, dated December 7, 2016 (with subsequent updates through May 5, 2017), is filed by KSIX Media Holdings, Inc. (Nevada corporation). The filing details the entry into a Master Agreement for the Exchange of Common Stock, Management, and Control with True Wireless, LLC ("TWL") and its sole owner, Kevin Brian Cox. The transaction aims to make TWL a wholly-owned subsidiary of KSIX pending FCC approval. The filing also references a signature block for "North American Energy Resources, Inc." signed by Carter Matzinger, indicating a potential corporate name change or shell company transaction context not fully detailed in the text.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either KSIX Media Holdings, Inc. or True Wireless, LLC. Section 9.01 explicitly states that financial statements of the business acquired and pro forma financial information are "Not Applicable."
Material Changes and Transaction Timeline
- Initial Agreement (Dec 7, 2016): KSIX entered into an Exchange Agreement and a Management Agreement with TWL and Kevin Brian Cox. KSIX acts as manager until FCC approval.
- First Addendum (Mar 30, 2017): Extended material deadlines by 30 days, targeting a closing on or about May 1, 2017.
- Second Addendum (Apr 30, 2017): Extended deadlines by an additional 120 days, targeting a closing on or before September 30, 2017.
- Letter of Intent (May 2, 2017): Executed a First Amended Master Agreement extending the closing deadline to no later than September 30, 2017.
Guidance, Risks, and Contingencies
The transaction is contingent upon several key factors:
- Regulatory Approval: Final closing is conditioned on approval by the Federal Communications Commission (FCC).
- Financial Audits: The May 2017 Letter of Intent conditions the amendment on the engagement of a PCAOB qualified auditor to prepare audited financial statements for True Wireless for fiscal years ending December 31, 2016, and 2015. KSIX is responsible for paying these audit costs.
- Definitive Agreements: Further definitive agreements must be developed and executed to amend the existing Exchange and Management Agreements.
Investor Verification Checklist
- Verify the current legal name and status of the registrant (discrepancy between "KSIX Media Holdings, Inc." and "North American Energy Resources, Inc." in the signature block).
- Confirm the status of the FCC approval required for the acquisition of True Wireless, LLC.
- Review the audited financial statements for True Wireless, LLC for fiscal years 2015 and 2016, as these were a condition of the May 2017 amendment.
- Check for any subsequent filings regarding the September 30, 2017 closing deadline to determine if the transaction was completed, further extended, or terminated.
- Investigate the relationship between Carter Matzinger, KSIX, and North American Energy Resources, Inc.