Current Report Filing (8-k)
November 28 2017 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 of 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): November 27, 2017
Life
Clips, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Wyoming
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000-55697
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46-2378100
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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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Harbour
Centre, 18851 NE 29th Ave., Suite 700, Aventura, FL
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33180
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(Address
of principal executive offices)
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(Zip
Code)
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(800)
292-8991
(Registrant’s
telephone number, including area code)
N/A
(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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[ ]
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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 [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.
Entry into a Material Definitive Agreement.
As
previously disclosed, on June 22, 2017, Life Clips, Inc. (the “Company”) entered into a Stock Purchase Agreement (the
“SPA”), by and among the Company, Ascenda Corporation (“Seller”), Hong Kong Ascenda International Co.,
Limited (a Hong Kong company) (“Company HK”), and Hong Kong Ascenda International Co., Limited (a Samoa company) (“Company
Samoa”), pursuant to which the Company acquired from Seller 100% of the equity interests of Company HK and of Company Samoa,
in return for the issuance by the Company to Seller of 10,000,000 shares of common stock of the Company and a promissory note
(the “Note”) payable by the Company to Seller in the amount of $500,000 (the “Acquisition”). The material
terms of the SPA are described in the Company’s Current Report on Form 8-K filed on June 27, 2017. Such description is hereby
incorporated into this Current Report by reference.
On
November 27, 2017, the Company, Seller, Company HK, Company Samoa and Donald Ruan entered into a Rescission and Mutual Release
Agreement (the “Rescission Agreement”) pursuant to which the parties thereto agreed to unwind and rescind the Acquisition.
Pursuant to the Rescission Agreement, the parties thereto agreed that the SPA and all of the transactions contemplated thereby
are rescinded
ab initio
, and will be of no further force or effect, as a result of the Acquisition is deemed not to have
occurred, and, notwithstanding anything to the contrary in the Note, the Note was terminated and rescinded
ab initio
, and
will be of no further force or effect.
Pursuant
to the terms of the Rescission Agreement, Mr. Ruan resigned from all positions he held as a director or officer of the Company
and any of its subsidiaries. In addition, the Employment Agreement entered into between the Company and Mr. Ruan was terminated,
and Mr. Ruan waived any rights to the 500,000 shares of common stock that were to be issued by the Company pursuant to the Employment
Agreement.
The
description of the Rescission Agreement as set forth above is qualified in its entirety by reference to the full Rescission Agreement,
which is attached hereto as Exhibit 10.1.
The
foregoing description of the Rescission Agreement is not complete a description of all of the parties’ rights and obligations
under the Rescission Agreement and is qualified in its entirety by reference to the Rescission Agreement, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02.
Termination of a Material Definitive Agreement.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item
9.01 Financial Statements and 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.
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LIFE
CLIPS, INC.
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Dated:
November 28, 2017
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/s/
Victoria Rudman
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Victoria
Rudman, Chief Financial Officer
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