Current Report Filing (8-k)
June 01 2018 - 01:01PM
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 31, 2018
ICOX
INNOVATIONS INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55049
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27-3098487
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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4101
Redwood Ave., Building F, Los Angeles, CA 90066
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code:
424.570.9446
Not
applicable
(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 (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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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 [ ]
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
3.02 Unregistered Sales of Equity Securities.
On
May 31, 2018, we issued 9,113,659 shares of our common stock upon conversion of the subscription receipts issued on March 12 and
19, 2018, Accordingly, aggregate gross proceeds of US$5,468,195.40, previously held in escrow, have been released to our company.
In connection with the conversion of the subscription receipts, on May 31, 2018, we issued 160,865 shares of our common stock
at a deemed price of US$0.60 per share as a finder’s fee.
The
conversion of the subscription receipts was the result of our company satisfying the escrow release condition, which was the receipt
by our company of conditional approval for the listing of the shares of our common stock on a Canadian stock exchange. On May
29, 2018, the TSX Venture Exchange conditionally approved the listing of the shares of our common stock subject to our company
fulfilling all requirements of the TSX Venture Exchange, including the following conditions:
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the
execution of a definitive business services agreement by our company with one of its arm’s length potential clients;
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the
engagement of a sponsor who will provide a comprehensive sponsor report to the satisfaction of the TSX Venture Exchange;
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satisfactory
receipt of Form 2A Personal Information Forms from, and the completion of satisfactory background checks relating to, all
members/representatives of Business Instincts Group Inc. who have been previously disclosed to the TSX Venture Exchange to
be performing services on behalf of our company;
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the
appointment of a director with strong public company experience (to the satisfaction of the TSX Venture Exchange) to our board
of directors;
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the
appointment of a chief financial officer with a certified designation and strong auditing background (to the satisfaction
of the TSX Venture Exchange);
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satisfactory
evidence/confirmation that the independent directors of our company have reviewed and approved all non-arm’s length/related
party agreements;
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satisfactory
evidence that all related party agreements have been amended to ensure that the termination provisions do not allow for “golden
parachute” provisions; and
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receipt
of a satisfactory legal opinion respecting (a) the regulatory framework under which we engage in our business; and (b) affirming
that the business being conducted is legal in the relevant jurisdictions.
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There
can be no assurance that the shares of our common stock will be listed on the TSX Venture Exchange.
Of
the 9,113,659 shares of our common stock we issued upon conversion of the subscription receipts: (i) 358,333 shares were issued
pursuant to the exemption from registration under the
Securities Act of 1933
, as amended provided by Section 4(a)(2) and/or
Rule 506 of Regulation D promulgated under the
Securities Act of 1933
, as amended to 11 investors who were “accredited
investors” within the respective meanings ascribed to that term in Regulation D promulgated under the
Securities Act
of 1933
, as amended; and (ii) 8,755,326 shares were issued to 207 non-U.S. persons (as that term is defined in Regulation
S of the
Securities Act of 1933
, as amended) in offshore transactions relying on Regulation S and/or Section 4(a)(2) of
the
Securities Act of 1933
, as amended. We issued the shares of our common stock as the finder’s fee to one non-U.S.
person in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the
Securities Act of 1933
, as amended.
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.
ICOX
INNOVATIONS INC.
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/s/
Bruce
Elliott
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Bruce
Elliott
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President
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June
1, 2018
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