Current Report Filing (8-k)
May 20 2019 - 6:04AM
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 16, 2019
ICOX
INNOVATIONS INC.
(Exact
name of registrant as specified in its charter)
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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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[ ]
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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 [ ]
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.
The
information provided under Item 3.02 is responsive to the information required by this Item 1.01.
Item
3.02 Unregistered Sales of Equity Securities.
On
May 16, 2019, we completed a private placement of an aggregate of 1,000,000 shares of common stock at a price of CDN$0.40 per
share for aggregate gross proceeds of CDN$400,000.
Of
the 1,000,000 shares we issued: (i) 430,000 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 two investors each of who were an “accredited investor” within the meaning ascribed to
that term in Regulation D; and (ii) 570,000 shares were issued to four non-U.S. persons (as that term is defined in Regulation
S of the
Securities Act of 1933
, as amended) 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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May
20, 2019