Current Report Filing (8-k)
March 23 2018 - 2:30PM
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): March 23, 2018 (March 23, 2018)
EMARINE
GLOBAL INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-49933
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95-4886472
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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4th
Floor, 15-14, Samsan-ro 308beon-gil
Nam-gu,
Ulsan, 44715 Republic of Korea
(Address
of principal executive offices) (zip code)
+82-70-7204-9352
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Copy
to:
Darrin
M. Ocasio, Esq.
Sichenzia
Ross Ference Kesner LLP
1185
Avenue of the Americas, 37
th
Fl.
New
York, New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 (see General Instruction A.2. below):
[ ]
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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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Item
1.01 Entry into a Material Definitive Agreement.
On March 23, 2018, eMARINE Global Inc. (the
“
Company
”) entered into a subscription agreement (the “
Subscription Agreement
”) with selected
accredited investors (each, an “
Investor
” and, collectively, the “
Investors
”). Pursuant to
the terms of the Subscription Agreement, the Company sold in a private placement (the “
Offering
”) an aggregate
of 866,675 units (each, a “
Unit
” and, collectively, the “
Units
”) at a purchase price of $0.60
per Unit. Each Unit consists of (i) one (1) share of the Company’s common stock, par value $0.001 per share (the “
Shares
”);
and (ii) warrants to purchase two and one-half (2.5) shares of the Company’s common stock (each, a “
Warrant
”
and, collectively, the “
Warrants
”). The Warrants are exercisable for a period of three (3) years from the date
of issuance at an exercise price of $0.70 per share, subject to adjustment as provided in the agreement evidencing the Warrants.
At closing, the Company issued an aggregate
of 866,675 Shares and 2,166,688 Warrants for total gross proceeds of $520,005.
The
foregoing descriptions of the Subscription Agreement and the Warrant does not purport to be complete and is qualified in its entirety
by reference to the complete text of the Subscription Agreement and the Warrant, filed as Exhibits 10.1 and 10.2, respectively,
hereto and incorporated herein by reference.
In
connection with the foregoing issuances, the Company relied upon the exemption from securities registration provided by Section
4(a)(2) under the Securities Act of 1933, as amended (the “
Securities Act
”) for transactions not involving
a public offering.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure made under Item 1.01 which is incorporated herein by reference to this Item 3.02.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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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EMARINE GLOBAL INC.
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Dated: March 23, 2018
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By:
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/s/
Ung Gyu Kim
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Name:
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Ung Gyu Kim
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Title:
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Chief Executive Officer
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eMARINE Global (CE) (USOTC:EMRN)
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