Current Report Filing (8-k)
May 23 2018 - 2:34PM
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):
May 18, 2018
IWeb Inc.
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(Exact Name of Registrant as Specified in its Charter)
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Nevada
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333-205835
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47-3149295
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(State of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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121/34, RS Tower, 8th Floor
Ratchadaphisek Road, Din Daeng Sub-district,
din Daeng District,
Bangkok, Thailand
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(Address of principal executive offices)
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+662-248-2436
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(Registrant's telephone number, including area code)
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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):
¨
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
☐
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 May 18, 2018, IWeb Inc. (the “
Company
”)
entered into a Securities Purchase Agreement (the “
Purchase Agreement
”) with Mang Hon WONG (the “
Purchaser
”),
a resident of Hong Kong, pursuant to which the Company sold to the Purchaser in a private placement an aggregate of 1,000,000 shares
(the “
Shares
”) of the Company’s common stock, par value $0.0001 per share, at a purchase price of $1.00
per Share for an aggregate offering price of $1,000,000 (the “
Private Placement
”). The Private Placement was
completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as
amended.
The representations,
warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement.
In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties
to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different
from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the Purchase Agreement
is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors
with any other factual information regarding the Company. Shareholders should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information
concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which
subsequent information may or may not be fully reflected in public disclosures.
The Purchase Agreement
is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Purchase
Agreement is subject to, and qualified in its entirety by, the Purchase Agreement, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities
Please see the disclosure set forth under
Item 1.01, which is incorporated by reference into this Item 3.02.
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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IWeb, Inc.
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Date: May 23, 2018
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By:
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/s/ Wai Hok Fung
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Wai Hok Fung
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President
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