Business Context and Reporting Period
This Form 8-K is filed by KSIX Media Holdings, Inc. (formerly North American Energy Resources, Inc.) on August 4, 2015, reporting events occurring between May 18, 2015, and July 31, 2015. The filing details a corporate name change, ticker symbol update, and a series of unregistered equity sales.
Key Financial Metrics and Capital Structure
- Capital Raised: Total proceeds of $300,064.55 from the sale of unregistered common stock.
- Shares Issued: 3,717,620 shares sold to a single investor (Sidney J. Lorio Jr.) across three transactions.
- Issuance Price: $0.080714 per share.
- Ownership Impact: The new issuance represents approximately 10.68% of the company's issued and outstanding common stock.
- Post-Issuance Capitalization: 34,832,432 shares of common stock issued and outstanding, held by approximately 50 shareholders of record.
- Unrestricted Shares: 724,331 shares currently trade without restrictive resale legends.
Material Changes
- Corporate Identity: FINRA approved the name change from "North American Energy Resources, Inc." to "KSIX Media Holdings, Inc." and the ticker symbol change from "NAEY" to "KSIX" on July 31, 2015. Trading under the new name and symbol commenced August 3, 2015.
- Equity Dilution: Significant dilution occurred through the issuance of 3.7 million shares to a single investor, increasing the total share count to nearly 35 million.
- Asset Acquisition Funding: Proceeds are designated to fund the acquisition of KSIX, LLC and BMG Media Group, LLC, and to make monthly payments to Paywall, Inc. related to these acquisitions.
Outlook, Risks, and Management Commentary
- Use of Proceeds: Funds will be used for horizontal acquisitions within the business segment and to satisfy payment obligations to Paywall, Inc. regarding the acquisition of KSIX Media assets.
- Regulatory Compliance: The stock sales were conducted under Section 4(2) of the Securities Act and Rule 506(b) of Regulation D, exempting them from registration. Shares are subject to restrictive resale legends and Rule 144 compliance.
- Investor Sophistication: The company confirmed the purchaser represented sufficient sophistication to evaluate the investment and the ability to absorb a total loss.
Investor Verification Checklist
- Verify the new ticker symbol KSIX and CUSIP number on trading platforms effective August 3, 2015.
- Confirm the status of the acquisition of KSIX, LLC and BMG Media Group, LLC, and the payment schedule to Paywall, Inc.
- Review the concentration of ownership, noting that a single investor (Sidney J. Lorio Jr.) now holds a significant portion (10.68%) of the outstanding shares.
- Check for any subsequent filings regarding the integration of the acquired media assets or further capital raises.