Current Report Filing (8-k)
November 29 2017 - 5:23PM
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):
November 29, 2017 (November 27, 2017)
AERKOMM INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-192093
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46-3424568
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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923 Incline Way #39, Incline Village, NV 89451
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(Address of principal executive offices)
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(877) 742-3094
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(Registrant's telephone number, including area code)
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44043 Fremont Blvd., Fremont, CA 94538
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(Former name or former address, if changed since last report.)
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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:
☐
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2). 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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement
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The information contained in Item 3.02 below is incorporated herein
by reference.
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Item 3.02
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Unregistered Sale of Equity Securities.
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On November 27, 2017, Aerkomm Inc. (the “
Company
”)
entered into a subscription agreement with one investor, Daniel Shih, the founder and an affiliate of the Company (the “
Investor
”)
who agreed to purchase an aggregate of 13,400 shares (the “
Shares
”) of the Company’s common stock, $0.001
par value per share, at a price per share of $5.60 per share, for an aggregate purchase of $75,040. The Shares were offered and
sold by the Company in a private placement offering (the “
Offering
”) of up to a maximum of 892,857 shares ($5,000,000)
of the Company’s common stock. The Company may accept additional subscriptions in the Offering through March 31, 2018.
The subscription agreement for the Offering
provides that the Company will file with the Securities and Exchange Commission not later than ninety (90) days after the date
of the final closing of the Offering a registration statement on an appropriate form covering the resale of the Shares. The Investor
has agreed to waive these registration rights.
The sale of the Shares was exempt from
the registration requirements of the Securities Act of 1933 by virtue of Section 4(a)(2) thereof and Regulation D promulgated
thereunder, as transactions by an issuer not involving a public offering. The Investor represented his intention to
acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and
appropriate restrictive legends are being affixed to the certificate evidencing the Shares issued in the Offering. The
Investor represented and warranted, among other things, that he is as “accredited investor” within the meaning of
Rule 501 of Regulation D, that that he has the knowledge and experience in financial and business matters necessary to evaluate
the merits and risks of an investment in the Company, that he has the ability to bear the economic risks of the investment, and
that he has adequate access to information about the Company.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The following exhibits are filed herewith:
2
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.
Date: November 29, 2017
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AERKOMM INC.
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/s/ Y. Tristan Kuo
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Name: Y. Tristan Kuo
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Title: Chief Financial Officer
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