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) October 7, 2020

 

BIONOVATE TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

333-188152

 

33-1229553

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

Gewerbestrasse 10, Cham, Switzerland, 6330

06100

(Address of principal executive offices)

(Zip Code)

 

Registrant s telephone number, including area code: (646) 224-1160

 

N/A

(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:

 

☐     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 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 ☒

 

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

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

 

 

 

 

Item 1.01 Entry Into A Material Definitive Agreement.

 

On October 7, 2020, Bionovate Technologies Corp. (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) facilitated between Evergreen Solutions, Ltd, a private Company (“Evergreen”), and Human Data AG, a private Switzerland Company (“Human Data”).

 

Pursuant to the Share Exchange Agreement, in exchange for the acquisition of all of the outstanding Company shares which Evergreen owns, to wit, 54,270,000 shares (the “Exchange Shares”), the Company will receive 12,500 shares of Digital Diagnostics AG (“Digital”) owned by Human Data, which equates to 25% of the currently issued shares of Digital.

 

The Share Exchange Agreement contains customary representations and warranties made by the Company, on the one hand, and Evergreen and Human Data on the other hand, made solely for the benefit of the other, which in certain cases are subject to specified exceptions and qualifications contained in the Share Exchange Agreement or in information provided pursuant to certain disclosure schedules to the Share Exchange Agreement.

 

Item 9.01 Financial Statements and Exhibits

 

The foregoing descriptions of the Share Exchange Agreement do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of this agreement, which is filed herewith as Exhibit 10.1, and incorporated herein by reference.

 

 

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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 hereunto duly authorized.

 

BIONOVATE TECHNOLOGIES CORP.

/s/ Aleksander Vucak

Aleksander Vucak

President

 

Date: October 13, 2020

 

 

 

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