Amended Current Report Filing (8-k/a)
November 29 2017 - 12:54PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
September 11, 2017
Legacy
Ventures International, Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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333-199040
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30-0826318
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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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1382
Valencia Ave., Suite F
Tustin,
CA 92780
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|
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(Address
of Principal Executive Offices)
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(949) 260-8070
Registrant’s
telephone number, including area code
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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☐
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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 (§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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Legacy
Ventures International, Inc., (the “Company”) previously reported on Form 8-K, filed September 15, 2017, that effective
September 11, 2017, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), dated as
of September 1, 2017, by and among the Company, Nexalin Technology, Inc., a Nevada corporation (“Nexalin”) and shareholders
of Nexalin holding a majority of the issued and outstanding shares of Nexalin common stock (the “Nexalin Shareholders”).
However, the CEO of Nexalin had conditioned his approval on obtaining a super-majority approval, or the entry into the Share Exchange
Agreement by Nexalin Shareholders holding at least 2/3 of the voting shares. That approval was obtained by September 30, 2017,
and as a result, the Closing Date, as defined in the Share Exchange Agreement, was September 30, 2017, not September 11, 2017.
As of the date of the filing of this Current Report on Form 8-K/A, the holders of approximately 90% of the equity securities of
Nexalin have exchanged their shares into a majority of the shares of the issued and outstanding shares of the Company’s
common stock.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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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Legacy Ventures International, Inc.
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Date: November
29, 2017
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By:
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/s/
Randall Letcavage
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Name:
Randall Letcavage
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Title: Chief Executive Officer
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3
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