Current Report Filing (8-k)
April 06 2021 - 2:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
March 31, 2021
WAVE SYNC CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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001-34113
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74-2559866
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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19 West 44th Street, Suite 1001, New York, NY 10036
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(Address of principal executive offices)
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(852) 98047102
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Registrant’s telephone number, including area code
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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n/a
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n/a
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n/a
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Item 1.01 Entry into a Material Definitive
Agreement.
On March 31, 2021 (the “Commencement Date”),
Wave Sync Corp. (the “Company”) and Joseph Stone Capital, LLC (“JSC”) entered into an Advisory and Finder Agreement
(the “Agreement”). Pursuant to the Agreement, JSC has been engaged to advise the Company on matters related to the Company’s
capital market activities. Additionally, at the request of the Company, JSC will help the Company identify one or more investors, business
and/or financing opportunities (each a “Target”).
Within two business days of the execution of the Agreement,
the Company shall pay JSC an initial advisory fee equal to $12,500 plus $5,000 in non-accountable expenses. In addition, the Company shall
pay JSC another $9,500 advisory fee, $3,000 escrow expense plus additional $5,000 in non-accountable expenses upon the closing of an initial
transaction (if any) with investors identified by the Company. With respect to investors introduced to the Company directly or indirectly
by JSC, JSC shall be paid a cash fee equal to ten percent of the gross proceeds raised by the Company from any such investor (the “Commission
Fee”).
The Agreement shall continue in effect for a period
of three (3) months from the Commencement Date and may be terminated upon thirty (30) days of written notice by either party after the
three (3) months. Should the Company effectuate a transaction (as defined in the Agreement) with any of the Target(s) identified by Advisor
in the eighteen (18)-month period after termination of Agreement, Advisor will be due the Commission Fee. JSC also has a right of first
refusal with respect to any financings that the Company decides to commence during the 18-month period following the consummation of a
Transaction (as defined in the Agreement”).
The foregoing summary of the Agreement is subject to and qualified
in its entirety by the Agreement which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
April 6, 2021
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WAVE SYNC CORP.
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By:
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/s/ Jiang Hui
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Name:
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Jiang Hui
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Title:
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Chief Executive Officer
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2
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