Current Report Filing (8-k)
January 31 2019 - 4:11PM
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):
January 24, 2019
VELT
INTERNATIONAL GROUP INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-56020
|
|
27-5159463
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
Commission
file
number
|
|
(IRS
Employer
Identification
No.)
|
273
E. Hillcrest Drive
Thousand
Oaks, CA 91360
(323) 713-3244
(Address,
including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01
|
Entry
Into a Material Definitive Agreement.
|
A.
On January 24, 2019, the Company entered into and closed an Acquisition Agreement with THF International (Hong Kong) Ltd., a Hong
Kong company (“THF Hong Kong”) (“THF”) and the shareholders of THF Hong Kong (the “Shareholders”),
pursuant to which the Company acquired 100% of the issued and outstanding capital stock of THF Hong Kong in exchange for 8,000,000
shares of the Company’s common stock, valued on January 24, 2019 at $2,000,000. Through its two subsidiaries THF Hong Kong
operates a cancer treatment clinic and medical device company and a management company, respectively, both of which are located
in South Africa. Rural Asset Management Services, Inc., a majority shareholder of the Company, owns 90% of THF Hong Kong. Although
the acquisition was not an arms-length transaction, the Company believes that the purchase price paid was reasonable and below
THF Hong Kong’s market value.
The foregoing description of the Acquisition
Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which
is filed as an exhibit to this report and is incorporated herein by reference.
B. Also, on January 25, 2019, the Company
entered into and closed an Acquisition Agreement with Natural Health Farm (Labuan) Inc. (“NHF”) and the shareholders
of NHF (the “Shareholders”), pursuant to which the Company acquired 100% of the issued and outstanding capital stock
of NHF in exchange for 40,000,000 shares of the Company’s common stock, valued on January 25, 2019 at $10,000,000. The Company
shall obtain a valuation report on the value of NHF and the exact purchase price in Company shares will be the valuation price
or $10,000,000, whichever is less. NHF is a Malaysian company concentrating on clinical life sciences and holds an exclusive license
for registering and commercializing Photosoft technology for treatment of all cancers in the Sub-Sahara African region. The technology
has been licensed in Australia, New Zealand, China, Malaysia and Sub-Sahara Africa. The human clinical trial efforts have started
in Australia and China conducted by Hudson Medical Institute, Australia.
The
foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference
to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
Item
3.02.
|
Unregistered
Sales of Equity Securities
|
The
information set forth in Item 1.01 B. of this report is incorporated by reference into this Item 3.02. The issuance
of the 8,000,000 shares and 40,000,000 shares of Common Stock pursuant to the Acquisition Agreements were made in reliance on
the exemption from registration afforded under Section 4(2), of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation
D and/or Regulation S promulgated thereunder. Such offer and sale were not conducted in connection with a public offering,
and no public solicitation or advertisement was made or relied upon by the Purchaser in connection with the issuance by the Company
of the Shares.
Item
7.01
|
Regulation
FD Disclosure
|
On
January 29, 2019, the Company issued a press release announcing the acquisitions of THF Hong Kong and NHF. A copy of the press
release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
The
information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated
by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein
as being incorporated therein by reference.
Item
9.01
|
Financial
Statements and Exhibits.
|
(a)
|
Financial
Statements of Business Acquired.
In
regard to the acquisition of THF Hong Kong and NHF, the Registrant hereby undertakes to file the financial statements
required by this Item 9.01(a) not later than 71 days after the date this Form 8-K was due for filing.
|
|
|
(b)
|
Pro
Forma Financial Statements.
In
regard to the acquisitions of THF Hong Kong and NHF, the Registrant hereby undertakes to file the pro forma financial
information required by this Item 9.01(b) not later than 71 days after the date this Form 8-K was due for filing.
|
(d)
Exhibits
SIGNATURE
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.
|
VELT
INTERNATIONAL GROUP INC.
|
|
|
|
Dated:
January 31, 2019
|
By:
|
/s/
Ali Kasa
|
|
|
Ali
Kasa
|
|
|
President
|