Current Report Filing (8-k)
November 24 2017 - 12:21PM
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): November 24, 2017 (November 21, 2017)
Asia
Equity Exchange Group, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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333-192272
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46-3366428
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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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Suite
2501A, Skyline Tower, 39 Investorg Kwong Road,
Kowloon
Bay, Hong Kong
(Address
of Principal Executive Offices)
+852-2818
2998
(Issuer’s
telephone number)
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:
[ ]
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 [X]
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.
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Entry
into a Material Definitive Agreement
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Asia
Equity Exchange Group, Inc. (the “Company”, “we”, “us”) entered into a Subscription
Agreement (the “Agreement”) with Yanru Zhou (the “Investor”), dated November 21, 2017. Pursuant to the
Agreement, Investor purchased 4,300,000 shares (the “Shares”) of the common stock of the Company, par value
$0.001 per share (the “Common Stock”), at the price of $3.5 per share (the “Purchase Price Per Share”)
and for an aggregate price of $15,050,000 in a private sale transaction (the “Private Sale”). The Private Sale contemplated
in the Agreement closed on the same day.
Pursuant to the Subscription
Agreement, the Company will apply to be listed on the NASDAQ Capital Market or such other national securities exchange as is reasonably
acceptable to the Purchaser (the “National Exchanges”), so that the Company’s Common Stock will commence trading
on one of the National Exchanges (the “Uplisting”) no later than December 31, 2018 (the “Uplisting Deadline”).
If the Company does
not complete Uplisting on or before the Uplisting Deadline (the “Eligible Uplisting”), the Purchaser will, within
30 days following the Uplisting Deadline, have the right to request the Company to buy back any number of the Shares, at the same price of the Purchase Price Per Share, subject to the terms and conditions of the Subscription
Agreement.
The Shares are subject
to customary lock-up restrictions pursuant to the Subscription Agreement until the first anniversary of the Eligible Uplisting.
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 and/or Regulation S promulgated thereunder.
A
copy of the Agreement is filed hereto as Exhibits 10.1 to this Current Report on Form 8-K and such document is incorporated
herein by reference. The foregoing is only a brief description of the material terms of the 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.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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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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ASIA
EQUITY EXCHANGE GROUP, INC.
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Date:
November 24, 2017
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By:
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/s/
Xiangyu Wang
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Name:
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Xiangyu
Wang
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Title:
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Chief
Executive Officer
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Asia Equity Exchange (GM) (USOTC:AEEX)
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