Current Report Filing (8-k)
August 10 2016 - 11:21AM
Edgar (US Regulatory)
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):
August
4, 2016
Knowledge
Machine International, Inc.
(Exact Name of Registrant as Specified
in Charter)
Nevada
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333-191175
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90-0925768
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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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14 Hayward Brook Drive, Concord, NH
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03301
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(Address of principal executive offices)
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(Zip Code)
|
Registrant’s telephone number, including area code:
(603)
717-6279
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
[_] Soliciting material pursuant to Rule
14a-12 under the Exchange Act
[_] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
[_ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01 Entry into a Material Definitive Agreement.
On July 1, 2016, Knowledge Machine International,
Inc., a Nevada corporation (the “
Company
”) entered into an Acquisition and Share Exchange Agreement (the “
Acquisition
Agreement
”) with EveryStory, Inc., a Delaware corporation (“
EveryStory
”), and each of its shareholder
(the “
Shareholders
”). Under the terms of the Acquisition Agreement, the Company agreed to issue, or reserve
for issuance, shares of common stock to represent at closing approximately 60% of its outstanding equity ownership interest in
exchange for all of the outstanding shares of EveryStory.
On August 4, 2016, the parties to the Acquisition
Agreement entered into Amendment No. 1 which extends the closing date to September 6, 2016 and amends all references to the date
“August 5, 2016” to “September 6, 2016” in Sections 1.06 and 8.01(c), respectively.
A copy of the Amendment is included with
this report as Exhibit 2.1.
Item 9.01 Financial Statements and
Exhibits.
Exhibit No.
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Description
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2.1
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Amendment No. 1 to the Acquisition and Share Exchange Agreement dated August 4, 2016
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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.
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Knowledge Machine International, Inc.
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|
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Date: August 10, 2016
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By:
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/s/ Vivek R. Dave
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Vivek R. Dave, Ph.D., Chief Executive Officer
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