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BETS > SEC Filings for BETS > Form 8-K on 28-Jul-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Unregistered Sale of Eq

Item 1.01 Entry into a Material Definitive Agreement

On July 17, 2014, Seaniemac International, Ltd. (the "Company") entered into a Settlement Agreement and Stipulation (the "Settlement Agreement") with IBC Funds, LLC ("IBC") in connection with the settlement (the "Settlement") relating to certain indebtedness owed by the Company to Summit Trading LTD. ("Summit") in the amount of $100,000 (the "Debt").

Pursuant to a Claim Purchase Agreement with Summit, IBC purchased the Debt and thereafter filed a claim against the Company in the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida (the "Court"), Case No. 2014 CA 3704 for the payment of the Debt (the "Claim").

Pursuant to the terms of the Settlement Agreement and in satisfaction of the Claim, the Company agreed to issue to IBC, in one or more tranches, that number of shares of its common stock based on the formula set forth in the Settlement Agreement (the "Settlement Shares"). Notwithstanding anything to the contrary in the Settlement Agreement, the number of shares beneficially owned by IBC shall not exceed 4.99% of the Company's outstanding common stock at any one time.

In connection with the issuance of the Settlement Shares, the Company may rely on the exemption from registration provided by Section 3(a)(10) under the Securities Act of 1933 (the "Securities Act"). To date, the Company has not issued any Settlement Shares to IBC.

In its Order Granting Approval of Settlement Agreement and Stipulation dated July 18, 2014 (the "Order"), the Court approved the terms of the Settlement Agreement in which, in part, the Court found that (i) the terms and conditions of the proposed issuance of the Settlement Shares to IBC are fair, and (ii) the terms and conditions of, and the procedures for, the proposed issuance of the Settlement Shares are fair.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 of this Report is incorporated by reference into this Item 3.02.

As of the date of this report the Company has 55,116,545 shares of common stock issued and outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1   Settlement Agreement and Stipulation dated July 17, 2014 between Seaniemac
       International, Ltd. and IBC Funds LLC.

10.2   Order Granting Approval of Settlement Agreement and Stipulation dated July
       18, 2014

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