Current Report Filing (8-k)
December 06 2018 - 9:01AM
Edgar (US Regulatory)
U.S. 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):
December 5, 2018
NOBLE VICI GROUP, INC.
(Exact name of small business issuer as
specified in its charter)
Delaware
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000-54761
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42-1772663
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer ID No.)
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1 Raffles Place, #33-02
One Raffles Place Tower One
Singapore 048616
(Address of principal executive offices)
+65 6491 7998
(Issuer's Telephone Number)
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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
o
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.
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Item 8.01 Other Events
On December 5, 2018,
our Board of Directors, approved the issuance of up to an aggregate of Ten Million Eight Hundred Thirty Eight Thousand One Hundred
Forty One (10,838,141) shares of our common stock, par value $0.0001, representing approximately 7.1% of our issued and outstanding
common stock, at a per share price of Two Dollars (US $2.00), to about 690 sales associates for prior sales and marketing services
provided to us and our subsidiaries and affiliates. As a condition of receipt of such securities, each recipient was required to
execute one of two standard forms of Stockholder Representation Letters, which contained, among other things, restrictions prohibiting
the transfer of such securities for a minimum period of 18 or 24 months up to a maximum period of 72 months after the execution
of such letter. For ease of administration, the recipients appointed Venvici Partners Limited (“VVP”) as nominee to
hold, manage, administer and effectuate the distribution of such securities upon the expiration of the applicable restricted periods.
The securities will
be issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S promulgated
thereunder. The foregoing description of the Stockholder Representation Letters and the appointment of VVP as trustee are qualified
in its entirety by reference to such agreements which are filed as Exhibits 10.1 and 10.2 to this Current Report and are incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c). Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NOBLE VICI GROUP, INC.
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(Registrant)
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Dated: December 6, 2018
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By:
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/s/ Eldee Tang
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Eldee Tang
Chief Executive Officer
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