Current Report Filing (8-k)
March 06 2017 - 6:03AM
Edgar (US Regulatory)
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)
February
28, 2017
TRANSAKT LTD.
(Exact name
of registrant as specified in its charter)
Nevada
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000-50392
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98-0514250
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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Unit 8, 3/F. Wah Yiu Industrial Centre, 30-32 Au Pui
Wan St.
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Fotan, Hong Kong
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n/a
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
852-52389111
N/A
(Former name or former address, if changed
since last report.)
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:
[ ] 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))
Item 1.01
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Entry into a Material Definitive Agreement
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Item 3.02
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Unregistered Sales of Equity Securities
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Item 5.01
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Changes in Control of Registrant
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On July 15, 2016, TransAKT Ltd. (we", "us" "our, the
Company) entered into Securities Purchase Agreement with our President, Chief
Executive Officer and Director, Ho Kang-Wing, pursuant to which we issued to Mr.
Ho a Convertible Promissory Note (the Note) in consideration of $1,000,000 in
cash proceeds. The Note bears interest at the rate of 8% per annum and may be
prepaid in whole or in part without penalty before the maturity date of July 14,
2018. At the option of the Holder, the outstanding principal and accrued
interest underlying Note may be converted from time, on or following the
maturity date, into common shares of our Company at the price of $0.01 per
share.
As at February 28, 2017 there was $1,050,666.66 in unpaid
principal and accumulated unpaid interest payable to Mr. Ho in respect of the
Note. On that date, Mr. Ho elected to convert the entire outstanding amount of
the Note into 105,066,666 shares of our common stock. Accordingly, on March 3,
2017 we issued 70,000,000 common shares to Mr. Ho and 35,066,666 common shares
to his assignee, Mr. Au Yeung Kam Hung. Issuance of the 105,066,666 shares was
made to two (2) non-US person (as that term is defined in Regulation S of the
Securities Act of 1933), in an offshore transaction relying on Regulation S of
the Securities Act of 1933, as amended.
As a result of his acquisition of the 70,000,000, Ho Kang-Wing
now holds direct voting and dispositive control over 71,250,000 of our common
shares, being approximately 53.37% of our issued and outstanding common stock.
Mr. Ho used personal funds to acquire the convertible promissory
note and resulting shares.
2
The following table sets forth, as of March 3, 2017, certain
information with respect to the beneficial ownership of our common shares by
each shareholder known by us to be the beneficial owner of more than 5% of our
common shares, as well as by each of our current directors and executive
officers as a group. Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.
Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial
Ownership
(Common Shares)
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Percentage
of
Class
(1)
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Ho Kang-Wing
President, Chief Executive Officer,
and
Director
23 Sam Mun Tsai Road, The Beverly Hills
Boulevard Du Lac, House 212, Tai Po, NT
Hong Kong
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71,250,000
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53.37%
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Tam Yuk-Ching
Director
23 Sam Mun Tsai Road, The
Beverly Hills
Boulevard Du Lac, House 212, Tai Po, NT
Hong Kong
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1,400,000
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1.05%
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He Jingtian
Director
11 Jinghong Road Hujing Garden
Daliang Shunde
528300 Foshan Gd
China
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1,400,000
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1.05%
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He Jiaxian
Director
11 Jinghong Road Hujing Garden
Daliang Shunde
528300 Foshan Gd
China
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750,000
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(2)
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Yam Chi-Wah
Chief Financial Officer
Flat E 7/F
Block 21 Laguna City
Kwun Tong
Kowloon, Hong Kong
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125,000
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(2)
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3
Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial
Ownership
(Common Shares)
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Percentage
of
Class
(1)
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Directors and Executive Officers as a
Group
(1)
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74,925,000 Common Shares
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56.12%
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial
Ownership
(Common Shares)
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Percentage
of
Class
(1)
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Liu Ju-Wen
2nd Floor-2 No 8 Lane 80 San-Min Rd
Song-San District
Taipei City, Taiwan
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1,955,970
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1.46%
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Au Yeung Kam Hung
Room 1306 Lai Ming House,
Wah
Ming Estate, Fanling,,
Hong Kong
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36,401,666
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27.26%
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Other holders of 5% or more
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38,357,636 Common Shares
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28.72%
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(1)
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Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in this table does not necessarily reflect the persons actual
ownership or voting power with respect to the number of shares of common
stock actually outstanding on March 3, 2017. As of March 3, 2017 there
were 133,506,570 shares of our companys common stock issued and
outstanding.
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(2)
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Less than 1%
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Item 9.01
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Financial Statements and Exhibits
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10.1
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Share Purchase Agreement dated July 15, 2016
with Ho Kang-Wing (incorporated by reference to
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exhibit 10.1 of our Current Report on Form 8-K
filed on July 19, 2016
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10.2
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Convertible Promissory Note issued July 15,
2016 with Ho Kang-Wing (incorporated by reference
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to exhibit 10.2 of our Current Report on Form
8-K filed on July 19, 2016
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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.
4
TRANSAKT LTD.
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/s/ Yam
Chi-Wah
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Yam Chi-Wah
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Chief Financial Officer
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Date: March 3, 2017
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