Current Report Filing (8-k)
November 14 2016 - 1:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 14, 2016 (November 8, 2016)
AMERICAN EDUCATION CENTER, INC.
(Exact Name of Registrant as Specified in
Its Charter)
NEVADA
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333-201029
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38-3941544
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2 Wall Street, 8th Fl.
New York, NY, 10005
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(Address, including zip code, of principal executive offices)
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Registrant’s telephone number, including
area code
(212) 825-0437
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
Entry into a Material
Definitive Agreement
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Share Exchange Agreement
On November 8, 2016, a certain share exchange
agreement (the “Share Exchange Agreement”) was entered into by and among the registrant, American Education Center
Inc., a Nevada corporation (the “Acquiror Company” ), AEC Southern Management Co., LTD, a company formed pursuant to
the laws of England and Wales (the “Acquiree Company” ), Ye Tian (“Tian”), Rongxia Wang (“Wang”)
(Tian and Wang are the owners of record of 100% of Acquiree Company) and Yangying Zou (“Zou”) , concerning the following
matters. Tian, Wang and Zou are referred hereinafter collectively as Shareholders and each, a Shareholder.
Share Exchange Transaction
Pursuant to the Share Exchange Agreement,
Tian and Wang transferred 10,000 shares of ordinary shares representing 100% of the issued and outstanding ordinary shares of Acquiree
Company, in exchange for an aggregate of 1,500,000 shares of Acquiror Company’s common stock (the “Acquiror Company
Exchange Shares”) . The transaction described in this paragraph herein is referred hereinafter as the Share Exchange Transaction
which was closed on the same day (the “Closing Date”).
As a result, the Acquiror Company issued,
on Closing Date, an aggregate of 1,500,000 shares of Acquiror Company’s common stock, with 750,000 shares to each of Tian
and Wang, pursuant to the Share Exchange Agreement.
Service Engagement
In connection with the Share Exchange Transaction,
effective immediately, the Acquiror Company engaged Zou to serve as the chief executive officer of Acquiree Company.
As consideration for services to be provided
by Zou as chief executive officer of Acquiree Company following the Closing Date, the Acquiror Company issued to Zou 1,500,000
shares of Acquiror Company’s common stock on the Closing Date.
The foregoing description of the Share Exchange
Agreement does not purport to be complete and is qualified in its entirety by reference to the provisions of the Agreement filed
as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”), which is incorporated by reference herein.
Item 2.01.
Completion of Acquisition or Disposition of
Assets
The information set forth in Item 1.01 of
this Report is incorporated herein by reference in response to this Item 2.01.
Item 3.02.
Unregistered Sales of Equity Securities
The disclosure
set forth above under Item 1.01 (Entry into a Material Definitive Agreement) above is incorporated by reference into this Item
3.02. Upon closing of the above-referenced Share Exchange Transaction and Service Engagement, all of the securities to be issued
pursuant to the Share Exchange Agreement will be offered and issued in reliance upon the exemption from registration pursuant to
the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities
Act”)
and Regulation S promulgated thereunder.
Item 9.01.
Financial Statements, Pro Forma Financial Information
and Exhibits
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10.1
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Share Exchange Agreement dated Nov 8, 2016 by and among American Education Center Inc., AEC Southern Management Co., LTD., Ye Tian, Rongxia Wang, and Yangying Zou.
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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.
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AMERICAN EDUCATION CENTER, INC.
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Dated: November 14, 2016
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By:
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/s/ Jay F. McKeage
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Name:
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Jay F. McKeage
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Title:
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Chief Executive Officer
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