Current Report Filing (8-k)
October 30 2019 - 8:16AM
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
October
30, 2019
Date
of Report (Date of Earliest Event)
SYLIOS
CORP
(Exact
name of registrant as specified in its charter)
FLORIDA
(State
or other jurisdiction of incorporation)
333-154799
(Commission
File No.)
501
1st Ave N., Suite 901
St.
Petersburg, Florida 33701
(Address
of principal executive offices and Zip Code)
(727)
482-1505
(Registrant’s
telephone number, including area code)
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 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 12, 2019, the Company entered
into an Inventory Purchase Agreement (the “Agreement”) with Wanshan Engineering Services, LLC for the purchase
of surplus inventory. The Company purchased 30,000 Squeeze Soap Filled Scrubbers for the purchase price of $100,000 via the issuance
of 10,000,000 shares of restricted common stock. The Closing of the transaction occurred on September 15, 2019.
On September 21, 2019, the Company entered into an Inventory Purchase Agreement (the
“Agreement”) with Wanshan Engineering Services, LLC for the purchase of surplus inventory. The Company purchased
1,000 Ampt wireless earbuds for the purchase price of $60,000 via the issuance of 6,000,000 shares of restricted common stock.
The Closing of the transaction occurred on September 25, 2019.
Forward-Looking
Statements and Limitation on Representations
This
Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking
statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,”
“should,” “would” or comparable terminology or by discussions of strategy. While the Company believes
its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results
will not be materially different. Risks and uncertainties that could cause materially different results include, among others,
the Company’s ability to consummate the transaction described above. The Company assumes no duty to update any forward-looking
statements other than as required by applicable law.
The
Agreements and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors
with information regarding the terms of the Agreements, and not to provide shareholders and investors with any other factual
information regarding the Company or its subsidiaries or their respective business. You should not rely on the representations
and warranties in the Agreements or any descriptions thereof as characterizations of the actual state of facts or condition
of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Agreements, which subsequent information may or may not be fully reflected
in the Company’s public disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this
Current Report on Form 8-K, the Company is not aware of any material facts that are required to be disclosed under the federal
securities laws that would contradict the representations and warranties in the Agreements. The Company will provide additional
disclosure in its public reports to the extent that it is aware of the existence of any material facts that are required to be
disclosed under federal securities laws and that might otherwise contradict the representations and warranties contained in the
Agreements and will update such disclosure as required by federal securities laws. Accordingly, the Agreements should
not be read alone, but should instead be read in conjunction with the other information regarding the Company and its subsidiaries
that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements,
registration statements and other documents that the Company files with the SEC.
ITEM
2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The
information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
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.
Dated
this 30th day of October 2019.
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SYLIOS
CORP
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BY:
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/s/
Jimmy Wayne Anderson
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Jimmy Wayne Anderson,
President
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