Amended Current Report Filing (8-k/a)
October 25 2016 - 5:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
__________________
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): October 25, 2016 (October 24, 2016)
(Exact
Name of Registrant as Specified in Charter)
Nevada
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333-201365
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30-0803939
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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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Wisma
Ho Wah Genting, No. 35
Jalan
Maharajalela, 50150
Kuala
Lumpur, Malaysia
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code:
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603.2143.2889
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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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY
NOTE
This
Amendment No. 1 to Form 8-K on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Vitaxel
Group Limited (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) on
August 25, 2016 regarding the terms of the Agreement (as defined below) entered into by the Company on August 15, 2016 and
originally disclosed in the Company’s Form 10-Q as filed with the Commission on August 15, 2016.
Item 1.01.
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Entry into a Material
Definitive Agreement
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On
August 15, 2016, Vitaxel Group Limited (the “Company”) entered into a License Agreement (the “Agreement”)
with Vitaxel Corp (Thailand) Ltd., a limited liability entity and incorporated in Thailand (“Licensee”), which the
Company reported in its Form 10-Q as filed with the Securities and Exchange Commission on August 15, 2016. On August 21, 2016,
the Company and the Licensee amended the Agreement to, among other things, extend the term from three (3) years with a three (3)-year
renewal term to 10 years with a 10-year renewal term.
Pursuant
to the Agreement, the Company granted Licensee an exclusive, non-transferable, revocable license to use the Company’s trademarks,
brands, logos or service marks to market and operate the Company’s business and commercialize the Company’s online
shopping and service platforms, including but not limited to the Company’s online shopping mall known as “Vionmall”,
in Thailand (the “License”). The term of the Agreement is 10 years with a possibility of renewal for another 10 years.
The Company and or its subsidiaries will have the right of first refusal to acquire the Licensee if shareholders of Licensee decided
to dispose its assets or company.
Licensee
is in charge of all initial costs of setting up the Company’s business in Thailand. Licensee shall pay the Company a revenue
share of 70% of the net profits for every three (3) month period (“Royalties”). Each Royalty payment is due on the
tenth day of every fourth months and shall be paid in US Dollars and accompanied by a report of calculation of the net profits.
The
Company has the following material relationships with Licensee:
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•
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The
Company owns 48% of Licensee’s issued and outstanding shares.
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•
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The
Company’s Secretary and Chairman, Lim Wee Kiat, and one of its directors, Leong
Yee Ming, each own one (1) share, or 0.00005% of Licensee’s issued and outstanding
shares, and hold positions on the Licensee’s Board of Directors.
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•
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The
Company’s President, Dato Lim Hui Boon, owns 200 shares, or 1.0% of Licensee’s
issued and outstanding shares, and is a member of the Licensee’s Board of Directors.
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Item 9.01
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Financial Statement and
Exhibits.
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Exhibit Number
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Description
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10.1(1)
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License
Agreement by and between Vitaxel Group Limited and Vitaxel Corp (Thailand) Ltd.dated August 15, 2016, as amended on August
21, 2016.
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(1) Previously filed with the registrant’s Form 8-K filed with the SEC on August 25, 2016.
SIGNATURES
Pursuant
to the requirements of the Securities 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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VITAXEL GROUP LIMITED
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Date: October
24, 2016
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By:
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/s/
Lee Wei Boon
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Name:
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Lee
Wei Boon
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Title:
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Chief Financial Officer
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