Orlando, FL (Febuary 5, 2016) – An Agreement was made on February 5, 2016 between FV Corporation (“FV” or “Seller”) and Sputnik Enterprises, Inc. (“SPNI” or “Buyer”). The Agreement provides that, subject to all the terms and conditions of this Agreement, at the Closing, FV agrees to receive from SPNI, and SPNI agrees to issue to the shareholders of the Seller (each, a “Shareholder”) an aggregate of 45,170,085 shares of Common Stock (“SPNI Common Stock”) and such number of shares of Series A Convertible Preferred Stock that convert into an additional 45,170,085 shares of Common Stock of SPNI (“SPNI Preferred Stock”) (the SPNI Common Stock and the SPNI Preferred Stock collectively, the “Share Consideration”) in exchange for the transfer of all of the issued and outstanding shares of the Common Stock of FV (“FV Shareholder’s Shares”) to SPNI. Each FV Shareholder’s Share that is issued and outstanding immediately before the Closing shall entitle the holder thereof to receive one share of SPNI Common Stock and 0.0001 shares of SPNI Preferred Stock which equates to one share of common stock (together, the “Exchange Ratio”), such that when all shares of Common Stock and SPNI Preferred Stock have been issued under this Agreement and all shares Preferred Stock issued under this Agreement have been converted to common stock, an aggregate of 90,340,170 shares of SPNI Common Stock shall have been issued to FV’s Shareholders under this Agreement. Notwithstanding the foregoing, prior to Closing, the parties shall adjust the number of FV Shareholder’s Shares to be transferred to SPNI to such number of shares of FV Common Stock as is actually issued and outstanding as of the Closing Date and the aggregate number shares of SPNI Common Stock and SPNI Preferred Stock to be issued to the FV Shareholders shall be adjusted accordingly pursuant to the Exchange Ratio.
Closing of the Agreement is contingent upon a number of terms and conditions described in the Agreement, including FV securing shareholder approval as required under the laws of South Carolina.
At Closing, SPNI shall file the information on Form 8-K required upon termination of shell status.
You may view the filing at:
about FV Corporation
FV Corporation is a global football investment company focusing on investments in professional, digital and grassroots areas of the game. FV Corporation looks for undervalued assets and opportunities to build long term value.
about the football co.
the football co. is a vertically integrated global football business that is investing in various business sectors of the global game. These sectors include, but are not limited to, ownership of multiple professional clubs, digital assets aligned into a single platform for fan engagement and grassroots development of young players globally. the football co. is a division of Sputnik Enterprises, Inc. which is a publicly traded company on the Over The Counter (OTC) exchange under the ticker SPNI and our current share price can be found at: http://www.otcmarkets.com/stock/SPNI/quote
forward looking statements
This release contains certain forward-looking statements relating to the football co., a division of Sputnik Enterprises, Inc., and its subsidiary companies, which can be identified by the use of forward-looking terminology such as estimates, believes, anticipates, intends, expects and similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on the football co.’s current expectations and beliefs concerning future developments and their potential effects on the football co. There can be no assurance that future developments affecting the football co. will be those anticipated by the football co. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. the football co. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
social media and web site statements
Consistent with the SEC’s April 2013 guidance on using social media outlets like Facebook and Twitter to make corporate disclosures and announce key information in compliance with Regulation FD the company is alerting investors and other members of the general public that the football co. will provide regular updates on operations and progress of the Company through its social media accounts and its corporate web site(s). Investors, potential investors and individuals interested in the Company are encouraged to keep informed by following us on our various social media accounts.
Currently, the football co. has the following social media accounts upon which it may post information about the Company.
Twitter: https://twitter.com/thefootballco or @thefootballco
Certain major announcements will also be made through the SEC’s Edgar system and those announcements can be seen at: http://www.otcmarkets.com/stock/SPNI/quote