Item 1.01.
Entry into a Material
Definitive Agreement
.
Termination of the Share Exchange Agreement
As previously reported
on our Current Report on Form 8-K filed on September 19, 2017, on September 15, 2017, a certain share exchange agreement (the
“Agreement”) was entered into by and among the registrant, National Art Exchange, Inc., a Nevada corporation (the
“PubCo” or the “Company”), National Art Exchange LLC, a Delaware (the “DECo”), and the members
of DECo (collectively, “DECo Members”, together with the Pubco and DECo, the “Parties”), whereby, upon
execution of the Agreement, in exchange for the DECo Interests (the “Exchange”), PubCo issued to the DECo Members
an aggregate of 100,000,000 newly issued shares of Common Stock (the “Exchange Shares”).
On October 31, 2017, the
parties entered into a Termination Agreement and Release (the “Termination Agreement”). The Termination Agreement terminates
the Agreement and any and all related agreements (collectively, the “Transaction Documents”) and rescinds the Exchange.
Pursuant to the Termination Agreement, all of the shares of Exchange Shares issued by the PubCo are cancelled, and all of the DECo
Interests received by the PubCo pursuant to the Transaction Documents are cancelled and returned to the DECo Members. The transaction
contemplated in the Agreement closed on the same day.
Reference
is made to the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The foregoing is only a brief description of the material terms of the Agreement and Termination Agreement, and does not purport
to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference
to such exhibit.
Securities Purchase Agreement
The
Company entered into a Securities Purchase Agreement (the “SPA”) with DECo, a related party of the Company, or its
designee(s) (the “Investor”), dated October 31, 2017. Pursuant to the SPA, Investor purchased 100,000,000 shares of
the common stock of the Company, par value $0.001 per share, for an aggregate price of $320,000 (the “Shares”) in
a private sale transaction (the “Private Sale”). The Private Sale contemplated in the SPA closed on the same day.
The
Shares issued in the Private Sale are exempt from the registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”), pursuant to Section 4(a)(2) of the Securities Act.
A
form of the SPA is attached hereto as Exhibit 10.2. The foregoing is only a brief description of the material terms of the SPA,
and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its
entirety by reference to such exhibit.