Current Report Filing (8-k)
March 06 2017 - 4:55PM
Edgar (US Regulatory)
U
NITED
S
TATES
S
ECURITIES
AND
E
XCHANGE
C
OMMISSION
Washington, D.C. 20549
F
ORM
8-K
C
URRENT
R
EPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 6, 2017 (March 6, 2017)
HPIL HOLDING
(Exact name of registrant as specified in its charter)
Nevada
|
333-121787
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30-0868937
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
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(IRS Employer
Identification No.)
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3738 Coach Cove
Sanford, MI
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48657
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(Address of principal executive offices)
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(Zip Code)
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(248) 750-1015
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(Registrant’s telephone number, including area code)
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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:
[ ] 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))
FORWARD-LOOKING STATEMENTS
There are statements in this Current Report on Form 8-K that are not
historical facts. These “forward-looking statements” can be identified by use
of terminology such as “expect” and similar expressions. You should be aware
that these forward-looking statements are subject to risks and uncertainties
that are beyond our control. Although management believes that the assumptions
underlying the forward looking statements included in this Current Report are
reasonable, they do not guarantee our future performance, and actual results
could differ from those contemplated by these forward looking statements. The
assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions
from and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is
expressed on the achievability of those forward-looking statements. In the
light of these risks and uncertainties, there can be no assurance that the
results and events contemplated by the forward-looking statements contained in
this Current Report will in fact transpire. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of
their dates. We do not undertake any obligation to update or revise any
forward-looking statements.
ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT.
HPIL Holding (the “Company”)
has become aware that on March 6, 2017, Louis Bertoli entered into a Stock Purchase
Agreement (the “SPA”) with Nitin Amersey. Mr. Bertoli is currently the
majority shareholder of the Company, beneficially owning 43,220,000 shares of
the Company’s common stock, par value $0.0001, constituting approximately 84.8%
of the Company’s issued and outstanding common stock as of the date of this
Current Report. Additionally, Mr. Bertoli serves as the Company’s President,
Chief Executive Officer, and Chairman of the Board of Directors. Mr. Amersey
currently beneficially owns 10,600 shares of the Company’s common stock,
constituting less than 1% of the Company’s issued and outstanding common stock
as of the date of this Current Report. Additionally, Mr. Amersey serves as a
Director and the Chief Financial Officer, Corporate Secretary and Treasurer of
the Company.
Pursuant to the SPA, Mr. Bertoli
intends to sell to Mr. Amersey 36,000,000 shares of the Company’s common stock
for an aggregate purchase price of $344,160, or $0.00956 per share. The SPA
requires Mr. Amersey to deposit the purchase price into escrow on or before
April 21, 2017, with the closing of the sale and transfer of the shares
expected to occur on or about April 28, 2017, in accordance with the terms of
that certain Escrow Agreement entered into by Mr. Bertoli, Mr. Amersey, and
Thrasher Worth, LLC, in its capacity as escrow agent, dated March 6, 2017 (the
“Escrow Agreement”).
Mr. Amersey has informed the
Company that he expects to fund the purchase price to acquire the shares with
borrowed funds, although he has yet to identify a lender. Following the closing
of the SPA and transfer of the shares, Mr. Amersey is expected to be the
majority shareholder and have control of the Company, beneficially owning 36,010,600
shares of the Company’s common stock, constituting approximately 70.65% of the
Company’s issued and outstanding common stock as of the date of this Current
Report. After closing, Mr. Bertoli will beneficially own 7,220,000 shares of
the Company’s common stock, constituting approximately 14.17% of the Company’s
issued and outstanding common
stock as of the date of
this Current Report.
The foregoing descriptions of the
SPA and the Escrow Agreement are qualified in their entirety by reference to
the SPA and the Escrow Agreement, which are filed herewith as Exhibits and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS
AND EXHIBITS.
Exhibit Number
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Exhibit
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10.1*
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Stock Purchase Agreement, by and between Louis Bertoli and
Nitin Amersey, dated March 6, 2017.
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10.2*
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Escrow Agreement, by and among Louis Bertoli, Nitin
Amersey and Thrasher Worth LLC, dated March 6, 2017.
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* Filed herewith
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the registrant
has duly caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.
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HPIL Holding
(Registrant)
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Date: March 6, 2017
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By:
/S/ Nitin Amersey
Nitin Amersey
Director, Chief Financial Officer, Treasurer and
Corporate Secretary
|
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