Current Report Filing (8-k)
January 28 2020 - 4:47PM
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
January
27, 2020
Date
of Report (Date of earliest event reported)
World
Health Energy Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
000-30256
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59-2762023
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1825
NW Corporate Blvd. Suite 110, Boca Raton, FL5243
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (561) 870-0440
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:
[ ]
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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Item
1.01 Entry into a Material Definitive Agreement
On
January 27, 2020, World Health Energy Holdings, Inc., a Delaware corporation (the “Company”) entered into Capital
Stock Exchange Agreement (the “Acquisition Agreement”) among R2GA, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company (“Sub”), UCG, Inc., a Florida corporation (“Seller”), RNA Ltd., an Israeli
company and a wholly owned subsidiary of Seller (“RNA”), George Baumoehl, a shareholder of Seller (“George”)
and Gaya Rozensweig, a shareholder of Seller (“Gaya”, together with George, the “Shareholders”) and the
Company pursuant to which Sub, subject to the satisfaction or waiver of the conditions specified in the agreement, will purchase
from the Seller all of the issued and outstanding equity capital of RNA (the “Acquisition”). Following the Acquisition,
RNA became an indirect subsidiary of the Company. If the Acquisition closes, the combined entity will employ sixteen (16) people
with core competencies that include advanced data security solutions and cyber behavioral security solutions designed for use
by the general consumer market and commercial enterprises.
As
consideration for the Acquisition, the Company is to issue to each of Gaya and George in the aggregate 3,870,000 Series B Convertible
Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred Shares”). Each share of the
Series B Preferred Shares will automatically convert into 100,000 shares of the Company’s common stock, par value $0.0007
(the “Common Stock”), for an aggregate amount of 387 billion shares of the Company’s Common Stock, upon the
filing with the Secretary of State of Delaware of an amendment to the Company’s certificate of incorporation increasing
the number of authorized shares of Common Stock that the Company is authorized to issue from time to time. The Company anticipates
shortly obtaining the requisite shareholder consent to increase the Company’s number of authorized shares of Common Stock
that may be issued from time to time.
Gaya
and George also serve as the Directors and principal shareholders of the Company.
The
foregoing description of the Acquisition Agreement and the transactions contemplated thereby does not purport to be complete and
is qualified in its entirety by reference to the Acquisition Agreement, which is attached hereto as Exhibit 2.1. The Acquisition
Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding
its terms. It is not intended to provide any factual information about the parties to the transactions.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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2.1
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Capital Stock Exchange Agreement among World Health Energy Holdings, Inc., a Delaware corporation, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of World Health Energy Holdings, Inc, UCG, Inc., a Florida corporation, RNA Ltd., an Israeli company and a wholly owned subsidiary of UCG, Inc., George Baumoehl and Gaya Rozensweig, both Shareholders of UCG, Inc.
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99.1
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Press Release dated January 28, 2020
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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 hereto duly authorized.
Date:
January 28, 2020
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World
Health Energy Holdings, Inc.
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By:
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/s/
Giora Rozensweig
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Chief
Executive Officer
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