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BEES > SEC Filings for BEES > Form 8-K on 5-May-2014All Recent SEC Filings

Show all filings for BEESFREE, INC.

Form 8-K for BEESFREE, INC.


5-May-2014

Other Events


ITEM 8.01. Other Events.

BeesFree, Inc. has determined to effect a termination of the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and suspend its reporting obligations under
Section 15(d) of the Exchange Act, by filing a Form 15 with the Securities and Exchange Commission ("SEC").

The Company is eligible to deregister its common stock because it has fewer than 300 holders of record of its common stock. Upon the filing of the Form 15, the Company's obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be automatically suspended. Other filing requirements will terminate upon the effective date of the deregistration, which is expected to occur 90 days after the filing of the Form 15.

The Company's Board of Directors believes that the anticipated accounting, legal and administrative cost savings from deregistration substantially outweigh any benefits of continued registration and are in the best interests of both the Company and its stockholders. In addition, the Company has no significant operating activities and only limited assets on hand and is currently in discussions with its senior secured lenders with respect to its available options, which could include transferring the Company's intellectual property in exchange for the cancellation of existing senior indebtedness. Going forward, the Company expects to explore various strategic alternatives, and in the absence of an acceptable option, anticipates seeking to dissolve the corporation either through Chapter 11, Chapter 7 or otherwise.

The Company expects that its common stock will be quoted on the OTC Pink tier operated by OTC Markets Group, a centralized electronic quotation service for over-the-counter securities, following its deregistration, so long as market makers demonstrate an interest in trading in the Company's common stock. However, there is no assurance that trading in the Company's common stock will continue on the OTC Pink tier or on any other securities exchange or quotation medium. Following deregistration, the Company does not intend to publish periodic financial information or furnish such information to its stockholders except as may be required by applicable laws.

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