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): May 18 , 2017
 
HCi Viocare
Exact name of registrant as specified in its charter

Nevada
000-53089
30-0428006
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 
Kintyre House, 209 Govan Road, Glasgow, Scotland
 
G51 1 HJ
(Address of principal executive offices)
(Zip Code)

+44 141 3700321
Registrant’s telephone number, including area code
 
 
(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))


 
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SECTION 1.                  REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01                      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As used in this Current Report on Form 8-K, unless otherwise stated, all references to the “Company”, “we,” “our” and “us” refer to HCi Viocare.

Private Placements

On May 18, 2017, the Company entered into two Private Placement Subscription Agreements (the “Agreements”) with two  individuals (the “Individuals”). Under the terms of the Agreements the Individuals subscribed for a cummulative total of 400,000 shares of the Company’s common stock at a purchase price of US$0.20 per share for total cash proceeds of US$80,000.00. The shares are subject to applicable resale restrictions.

Prior to the aforementioned Agreements, the Individuals did not own any shares of HCi Viocare.

SECTION 3                   SECURITIES AND TRADING MARKETS
 
ITEM 3.02                      UNREGISTERED SALES OF EQUITY SECURITIES

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Regulation S of the Securities Act of 1933, as amended, (“Securities Act”), as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that the sales of the securities were completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. The investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.

SECTION 9.   FINANCIAL STATEMENTS AND EXHIBITS

9.01 Financial Statements and Exhibits

 (d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K:

Exhibit No.     Description  
10.1
Form of Private Placement Subscription Agreement between the Company and the Individual subscribers
Filed herewith
     
 
 
 
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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 thereunto duly authorized.


 
HCi Viocare
   
Dated: May 18, 2017
 By:
/s/ Sotirios Leontaritis
 
 Name:
Sotirios Leontaritis
 
 Title:
President, Treasurer, CEO, and Director


 
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