Current Report Filing (8-k)
December 26 2017 - 4:07PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Act of 1934
December
22, 2017
(Date
of Report)
EVANS
BREWING COMPANY, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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000-54995
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46-3031328
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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3815
S. Main Street, Santa Ana, CA
92707
(Address
of principal executive offices)
Registrant's
telephone number, including area code:
(714) 708-0082
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
December 20, 2017, Evans Brewing, Inc., a Delaware corporation (the “Company” or “we”), entered into an
Agreement and Plan of Merger and Reorganization (the “Agreement”) with I-ON Communications Ltd., an entity organized
under the laws of the Republic of South Korea (“I-ON”) and I-ON Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of the Company.
Under
the terms of the Agreement, Acquisition will merge with and into I-ON (the “Merger”) with I-ON becoming the surviving
entity. In consideration for the Merger, the Company will issue 26,000,000 shares of the Company’s common stock, par value
$0.0001 per share to the shareholders of I-ON, which will result in a change in control of the Company. The Company anticipates
that I-ON will elect to become the successor issuer to the Company for accounting and reporting purposes.
The
Company anticipates that the Merger will be completed prior to December 31, 2017. It is anticipated that the current officer and
directors of the Company will resign contemporaneously with the appointment of new officers and directors by I-ON.
The
Company’s Board of Directors met and voted to approve the terms of the Agreement. Mr. Michael Rapport, Chief Executive Officer
of the Company, expressed his opinion that the Merger and Reorganization with I-ON would provide the existing shareholders of
the Company with increased value, liquidity, and opportunity for returns on their investment.
Subsequent
to the closing of the Merger, the existing operations of Evans Brewing will be sold to Michael Rapport in exchange for the assumption
by Mr. Rapport of all outstanding liabilities of the Company, and the cancellation of $1,536,450 in debt owed by the Company to
Mr. Rapport.
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
December 26, 2017
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EVANS BREWING COMPANY, INC.
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By:
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/s/ Michael J. Rapport
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Michael J. Rapport
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Chief Executive Officer
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2
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