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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 24, 2015

 

SKKYNET CLOUD SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

000-54747

45-3757848

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

2233 Argentia Road, Suite 306, Mississauga, Ontario, Canada L5N 2X7

(Address of Principal Executive Office) (Zip Code)

 

Registrant's telephone number, including area code: (888) 628-2028

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

ITEM 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 24, 2015, Skkynet Cloud Systems, Inc. (the "Company") entered into settlement and release agreements with the certain officers and directors of the Company set forth below for the forgiveness of the accrued but unpaid salary due to each as of October 31, 2015 in the amounts set forth below ("Settlement and Release Agreement for Options"). In consideration of forgiveness of the amounts due and the respective releases, each officer was granted options to purchase the number of shares of the Company's Common Stock, $0.001 par value per share (the "Common Stock") indicated below at a per share exercise price of $0.001. The vesting of each option grant is as of the date of the grant.

 

Officer/Optionee

 

Forgiven Accrued/Unpaid Salary

as of October 31, 2015

 

 

Number of Shares of Common Stock Underlying Options

 

 

 

 

 

 

 

 

 

 

Andrew S. Thomas

Chief Executive Officer

 

$151,453.00

 

 

 

144,200

 

Paul M. Benford

Chief Operating Officer

 

$89,806.00

 

 

 

85,500

 

Paul E. Thomas

President and Secretary

 

$89,806.00

 

 

 

85,500

 

Norman Evans

Director

 

$32,500.00

 

 

 

31,000

 

Kenneth Jennings

Director

 

$32,500.00

 

 

 

31,000

 

 

On November 24, 2015, the Company entered into settlement and release agreements with an officer and director of the Company set forth below for the forgiveness of the accrued but unpaid salary due to each as of October 31, 2015 in the amounts set forth below ("Settlement and Release Agreement for Shares"). In consideration of forgiveness of the amounts due and the respective releases, each officer and director was granted shares of the Company's Common Stock, $0.001 par value per share indicated below.

 

Officer/Director

 

Forgiven Accrued/Unpaid Salary

as of October 31, 2015

 

 

Number of Shares of Common Stock

 

 

 

 

 

 

 

 

Lowell Holden

Chief Financial Officer

 

$52,600.00

 

 

 

50,100

 

John X. Adiletta

Director

 

$32,500.00

 

 

 

31,000

 

 

The shares of Common Stock will be issued in reliance upon an exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"). All shares of Common Stock underlying the respective options will be restricted in accordance with Rule 144 of the Securities Act upon exercise.

 

 
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ITEM 3.02 - Unregistered Sale of Equity Securities.

  

All information set forth under Item 5.02 of this Current Report on Form 8-K is hereby incorporated hereunder by reference.

  

ITEM 9.01 - Financial Statements and Exhibits.

 

Exhibit No.

Description of Exhibit

10.1*

Form of Settlement and Release Agreement for Options

 

 

 

10.2*

Form of Settlement and Release Agreement for Shares

__________

*filed herewith

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SKKYNET CLOUD SYSTEMS, INC.

December 1, 2015

By: 

/s/ Paul E. Thomas

Paul E. Thomas

President and Secretary

 

 

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