Current Report Filing (8-k)
May 10 2019 - 12:10PM
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):
May 10, 2019
Darkstar
Ventures, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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000-54649
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26-0299456
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(State of incorporation)
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(Commission File
Number)
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(IRS Employer No.)
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7
Eliezri St.,
Jerusalem
Israel
(Address
of principal executive offices and Zip Code)
+972-73-259-2084
(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: (see General Instruction A.2. below):
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement
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On
May 10, 2019, Darkstar Ventures, Inc. (the "Company") entered into a binding merger agreement with Samsara Luggage,
Inc. ("Samsara"), a smart luggage company, pursuant to which Samsara will merge with and into the Company, and the current
shareholders of Samsara will be issued new shares of the Company representing approximately 80% of the issued and outstanding
shares of the Company’s common stock following the completion of the merger.
The
closing of the merger transaction is subject, among other standard closing conditions, to the following conditions:
(1) The
completion of all missing information, exhibits, and schedules to the merger agreement to the satisfaction of Samsara.
(2) An
increase in the authorized share capital of the Company.
(3) The
spin-off and sale of the Company’s wholly owned Israeli subsidiary, Bengio Urban Renewals Ltd., to Avraham Bengio, the current
CEO of the Company.
(4) The
Company having raised at least $500,000 in financing.
(5) A
Registration Statement on Form S-4 for the Company shares to be issued to the shareholders of Samsara having been declared effective
by the Securities and Exchange Commission.
(6) All
required consents and approvals for the merger transaction having been obtained.
A
copy of the merger agreement is filed herewith as Exhibit 10.1.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
The
following Exhibits are filed as part of this Report.
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Exhibit
Number
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Description
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10.1
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Merger Agreement, dated May 10, 2019, among
Darkstar Ventures, Inc., Avraham Bengio, and Samsara Luggage, Inc.
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99.1
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Press Release, dated May 10, 2019
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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.
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DARKSTAR
VENTURES, INC.
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By
/s/
Avraham Bengio
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Name:
Avraham Bengio
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Chief
Executive Officer
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Date:
May 10, 2019