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NETWORKING PARTNERS INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits
[April 23, 2014]

NETWORKING PARTNERS INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits


(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On April 22, 2014, Networking Partners, Inc. ("Company") entered into a definitive Asset Purchase Agreement with Mr. Chad Steinhart ("Steinhart"), pursuant to which the Company would acquire certain assets from Mr. Steinhart.



The assets to be acquired include, among other things, a proprietary integration code for web development and software for voice over internet protocol ("VoIP") integration. This works together to form a total solution resulting in an internet telephony service provider ("ITSP") platform that allows hosted private branch exchange ("PBX") in the cloud and other telecom features. This platform integrates several types of telecommunications carrier grade class 4 and class 5 soft-witches from an open source framework by Digium, Inc. to licensed software and equipment and infrastructure providers, Telinta, Inc. and PortaOne, Inc. This allows the convergence around a carrier grade billing platform including soft-switches as media applications for voice and video calls, conferencing, interactive voice response ("IVR") applications and unified messaging applications integrated into one simple web portal. This integration is being purchased and allows the end using businesses that pay for service to have a robust PBX phone system including phone lines hooked to the Cloud. The integrations include the code, infrastructure and equipment allowing the soft-switches and web development to operate in a simple interface that uses the technology just mentioned and hosts the integration portal on the domains www.SonantTelecon.com and www.SonantTelecom.net. The Asset Purchase Agreement includes all the code, web development integrations and an infrastructure to facilitate being an ITSP. It also includes all of Steinhart's vendor relationships and the lists of businesses that have utilized the technology on a test basis or are currently using the technology on a trial basis and are willing to enter into formal agreements to continue using the technology which will generate monthly residual revenues for the Company. The assets and development to be acquired are more particularly described on Exhibit A to the Asset Purchase Agreement, an executed copy of which is included as Exhibit 10.1 to this Current Report.

The purchase consideration to be paid to Steinhart at the closing shall be $6,250,000, payable by the Company's issuance of 625,000 shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock shall have 100 votes per share and shall be convertible into 100 shares of the Company's common stock, such conversion right shall be exercisable on or after the second anniversary of the closing of the asset acquisition.


The closing of the asset acquisition is subject to the following conditions precedent being satisfied: a) Filing by the Company of its Form 10-Q Quarterly Report for the fiscal quarter ended September 30, 2013, and the filing of its Form 10-K Annual Report for the fiscal year ended December 31, 2013, which shall necessarily include audited financial statements for the fiscal years ended December 31, 2013 and 2012, with the Securities and Exchange Commission.

b) Steinhart shall have delivered to the Company a market valuation report of the assets, such report to be prepared by a mutually agreed upon non-affiliated third party expert, and accepted by the Company as satisfactory evidence of the value of the assets.

2 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description of Exhibit ----------- ---------------------- Exhibit 10.1 Asset Purchase Agreement, dated April 22, 2014, by and between Networking Partners, Inc. and Chad Steinhart

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