trkk8k_oct282016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K/A
Amendment
No. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): January 13, 2017
(October 28, 2016)
ORBITAL TRACKING CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-25097
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65-0783722
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(State
or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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18851
N.E. 29th Ave., Suite 700
Aventura, Florida 33180
(Address
of principal executive offices zip code)
(305) 560-5355
(Registrant's
telephone number, including area code)
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))
Explanatory
Note
This Amendment No.
1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to
the Current Report on Form 8-K of Orbital Tracking Corp (the
“Company”), filed on October 31, 2016 (the
“Original Form 8-K”). Following the initial filing of
the Original Form 8-K, the Registrant discovered that the wrong
Exhibit No. 10.1 Form of Subscription was inadvertently included in
the Original Form 8K and that the Certificate of Designation for
the Series H Preferred Stock has been corrected. The Registrant is
amending the Original Form 8-K to include the correct Exhibit No.
10.1 ( the “Form of Subscription Agreement”) in which
the error in Section 6.41 was corrected and the Certificate of
Correction for the Series H Convertible Preferred Stock Certificate
of Designation, dated January 11, 2017.
Item 1.01 Entry into a Material Definitive Agreement.
On
October 28, 2016, Orbital Tracking Corp. (the “Company”) entered into
separate subscription agreements (the “Subscription Agreement”)
with accredited investors relating to the issuance and sale of
$350,000, out of a maximum of $800,000, of shares of Series H
convertible preferred stock (the “Series H Preferred
Stock”) at a purchase price of $4.00 per share (the
“Series H
Offering”).
The
terms of the Series H Preferred Stock are set forth in the
Certificate of Designation of Series H Convertible Preferred Stock
(the “Series H
COD”) filed with the Secretary of State of the State
of Nevada. The Series H Preferred Stock are convertible into shares
of common stock based on a conversion calculation equal to the
stated value of such Series H Preferred Stock divided by the
conversion price. The stated value of each Series H Preferred Stock
is $4.00 and the initial conversion price is $0.04 per share,
subject to adjustment as set forth in the Series H COD. The Company
is prohibited from effecting a conversion of the Series H Preferred
Stock to the extent that, as a result of such conversion, the
investor would beneficially own more than 4.99% of the number of
shares of the Company’s common stock outstanding immediately
after giving effect to the issuance of shares of common stock upon
conversion of the Series H Preferred Stock. Each Series H Preferred Stock
entitles the holder to cast
one vote per share of Series H Preferred Stock owned as of the record date for the
determination of shareholders entitled to vote, subject to the
4.99% beneficial ownership limitation.
The
Subscription Agreement also contains other customary
representations, warranties and agreements by the Company and the
investors.
In
order to conduct the Series H Offering, the Company has solicited
the consent of certain shareholders, as required under the
agreements entered into by the Company during prior offerings,
whereby such shareholders were granted certain notification,
consent and anti-dilution rights (“Prior Offerings”).
Certain shareholders have waived their right to adjustment, equal
treatment, most favored nations and other rights to which they were
entitled pursuant to the Prior Offerings, including without
limitation, certain rights granted to holders of our Series C
Preferred Stock, Series F Preferred Stock and G Preferred Stock.
However, the Company is required to issue to certain prior
investors an aggregate of 550,000 shares of Series C Preferred
Stock, which is convertible into an aggregate of 5,500,000 shares
of the Company’s common stock.
Further, in order
to proceed with the Series H Offering, the Company has agreed to
issue additional shares of Series F Preferred Stock and Series G
Preferred Stock to certain prior investors. However, in lieu of
issuing such additional shares of Series F Preferred Stock and
Series G Preferred Stock, the Company has agreed, pursuant to that
certain Series I Issuance Agreement, to create a new series of
preferred stock, to be designated as “Series I Preferred
Stock” and will issue to such holders of Series F Preferred
Stock and Series G Preferred Stock an aggregate of 114,944 shares
of Series I Preferred Stock, each of which shall be convertible
into one hundred (100) shares of the Company’s common stock.
The terms of the Series I Preferred Stock are set forth in the
Certificate of Designation of Series I Convertible Preferred Stock
(the “Series I
COD”) filed with the Secretary of State of the State
of Nevada.
The
foregoing descriptions of the Subscription Agreement, the Series H
Preferred Stock, the Series I Preferred Stock and the Series I
Issuance Agreement are not complete and are qualified in their
entireties by reference to the full text of the form of
Subscription Agreement, the Series H COD, the Series I COD and the
Series I Issuance Agreement, copies of which are filed as Exhibit
10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to
this report and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity
Securities
On
October 28, 2016, the Company issued the Series H Preferred Stock,
Series C Preferred Stock and the Series I Preferred Stock. The
details of these issuances are described in Item 1.01, which is
incorporated by reference, in its entirety, into this Item
3.02.
The
Series H Preferred Stock, Series C Preferred Stock and the Series I
Preferred Stock have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), or the
securities laws of any state, and were offered and issued in
reliance on the exemption from registration under the Securities
Act.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Form of
Subscription Agreement
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10.2
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Certificate of
Designation of Series H Convertible Preferred Stock
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10.3
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Certificate of
Designation of Series I Convertible Preferred Stock
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10.4
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Form of Series I
Issuance Agreement *
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10.5
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Amended Certificate
of Series H Convertible Preferred Stock
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*
Previously filed in Form 8-K dated October 31,
2016
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 thereunto duly authorized.
Date:
January 13, 2016
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ORBITAL TRACKING CORP.
By:
/s/ David
Phipps
Name: David Phipps
Title: Chief Executive Officer
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