Current Report Filing (8-k)
October 25 2019 - 11:28AM
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
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Date
of Report (Date of earliest event reported):
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October 23, 2019
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Kid Castle Educational Corporation
(Exact name of registrant
as specified in its charter)
Florida
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File Number: 333-39629
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59-2549529
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(State of incorporation)
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(Commission File Number)
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(IRS
Employer Identification No.)
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370 Amapola Ave., Suite 200A, Torrance,
CA 90501
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(Address of principal executive
offices) (Zip Code)
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(310) 895-1839
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(Registrant’s telephone number,
including area code)
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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:
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))
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Item
3.02
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Unregistered Sales of Equity Securities
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On
October
21, 2019, the company sold one (1) million shares of its preferred shares (one
preferred share is convertible 1,000 share of common stocks) of the company for
aggregate purchase price of $55,000.00 to Cannabinoid Biosciences, Inc., a
California corporation. The issuance of the preferred shares to Cannabinoid
Biosciences, Inc will give to Cannabinoid Biosciences, Inc, the controlling
vote to control and dominate the affairs of the company going forward.
The issuance of shares to the principal
of Cannabinoid Biosciences, Inc was completed on reliance on Rule 506 of
Regulation D of the Securities Act of 1933 on the basis that these parties were
all accredited investors, as defined under Rule 501 of Regulation D of the
Securities Act of 1933. All securities issued were issued as restricted
securities and were endorsed with a restrictive legend confirming that the
securities could not be resold without registration under the Securities Act of
1933 or an applicable exemption from the registration requirements of the Securities
Act of 1933. No general solicitation or general advertising was conducted in
connection with the sales of the shares.
The subscription agreement executed
between us and Cannabinoid
Biosciences, Inc included
statements that the securities had not been registered pursuant to
the Securities Act of 1933 and that the securities may not be offered
or sold in the United States unless the securities are registered under
the Securities Act of 1933 or pursuant to an exemption from
the Securities Act of 1933. Cannabinoid Biosciences, Inc agreed by
execution of the subscription agreement for the shares: (i) to resell the
securities purchased only in accordance with the provisions of Regulation S,
pursuant to registration under the Securities Act of 1933 or pursuant
to an exemption from registration under the Securities Act of 1933; (ii)
that we are required to refuse to register any sale of the securities purchased
unless the transfer is in accordance with the provisions of Regulation S,
pursuant to registration under the Securities Act of 1933 or pursuant
to an exemption from registration under the Securities Act of 1933; and
(iii) not to engage in hedging transactions with regards to the securities
purchased unless in compliance with the Securities Act of 1933. All
securities issued were endorsed with a restrictive legend confirming that the
securities had been issued pursuant to Regulation S of the Securities Act
of 1933 and could not be resold without registration under
the Securities Act of 1933 or an applicable exemption from the
registration requirements of the Securities Act of 1933.
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Item
5.01
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 21, 2019, the company sold one
(1) million shares of its preferred shares (one preferred share is convertible
1,000 share of common stocks) of the company for aggregate purchase price of
$55,000.00 to Cannabinoid Biosciences, Inc., a California corporation.
The issuance of
the preferred shares to Cannabinoid Biosciences, Inc.; therefore, give to
Cannabinoid Biosciences, Inc, the controlling vote to control and dominate the
affairs of the company going forward.
As a result of the foregoing Cannabinoid
Biosciences, Inc., who converted 70,000 of the preferred shares now control
approximately 70.00% of the Company's current outstanding shares of common
stock (on a fully diluted basis).
As a
result of the Securities Sales Agreement, all the former officers of company
resigned their appointments. The Company has appointed Mr. Frank I Igwealor as
the Company's Chief Executive Officer, Chief Financial Officer and Chairman of
the Board of Directors effective October 23, 2019.
Mr.
Igwealor, Dr. Solomon SK Mbagwu, MD, and Ms. Patience C Ogbozor has also as new
director of the Company. The changes to the board of directors of the Company
will not be effective until at least ten days after an Information Statement is
mailed or delivered to all of the Company's shareholders in compliance with
Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule
14f-1 thereunder.
The
parties were arms-length at the time of entering into the transaction. There
was no relationship between the Company and Cannabinoid Biosciences, Inc or any affiliate, director, officer, or associate of the
Company.
Item 5.02
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Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On October 21, 2019, the company
announced certain officer changes that will be effective immediately. Mr. Frank
I Igwealor, JD, CPA, CMA, CFM will become the President and Chief Executive
Officer, Chief Financial Officer, and Company Secretary of the company.
There are no arrangements or
understandings between Mr. Igwealor and any other persons pursuant to which he
was selected to serve in his new position. There are no transactions in which
Mr. Igwealor has an interest requiring disclosure pursuant to Item 404(a) of
Regulation S-K.
Mr. Igwealor will become a party to
employment agreements with the company, which will provide for a base salary,
subject to adjustment, and participation in our cash incentive plan and other
employee benefit plans. The agreements would prohibit the executives from
competing with the company for a period of 12 months after termination of
employment. The agreements may be terminated without cause by either party on
12 months’ notice, during which period the executives are entitled to full
compensation under the agreements, including payment of base salary, target
cash incentive, and continuation of benefits.
SIGNATURE
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.
Kid Castle Educational Corporation
Dated:
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October
23, 2019 By:
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/s/
Frank I Igwealor
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Frank
I Igwealor, CPA, JD, CMA, CFM
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President
and CEO
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