Current Report Filing (8-k)
December 22 2020 - 6:16AM
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 reported) December 21, 2020
QUANTA,
INC.
(Exact
name of registrant as specified in its chapter)
Nevada
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000-56025
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81-2749032
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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
No.)
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3606
W. Magnolia Blvd., Burbank, CA
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91505
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (818) 659-8052
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Item
1.01. Entry into a Material Definitive Agreement.
Securities
Exchange Agreement
On
December 21, 2020, Quanta, Inc. (the “Company”) entered into a Securities Exchange Agreement with Medolife Rx, Inc.,
a Wyoming corporation, (“Medolife Rx”) pursuant to which, the Company agreed to acquire 51% of Medolife Rx in exchange
for 9,000 shares of newly created Series B Convertible Preferred Stock, which, once issued to Medolife Rx designees upon closing,
shall be convertible into fifty-four percent (54%) of the issued and outstanding shares of the Company’s common stock on
a fully converted basis.
The
closing of the Securities Exchange Agreement dated December 21, 2020 is subject to customary due diligence by both parties, and
to the approval of Quanta, Inc. shareholders. Pursuant to the closing thereof, the Company expects to file a Schedule 14 with
the Securities and Exchange Commission which will detail the Series B Convertible Preferred Stock.
Item
5.02 Appointment of New Director
On
December 21, 2020, in connection with the entry into the Securities Exchange Agreement with Medolife Rx, Inc., Arthur G. Mikaelian,
Ph.D was appointed as a member of the Board of Directors of Quanta, Inc. Dr. Mikaelian joins Phil Sands on our Board, and Mr.
Sands continues to serve as the Company’s President and Director.
On
December 21, 2020, Dr. Mikaelian was also appointed to serve as the Company’s Chief Executive Officer, a role which he will
assume following ten days after the mailing of a Schedule 14 to the Company shareholders. Until that time, Phil Sands shall also
continue to serve as CEO of Quanta, Inc., in addition to his roles as President and Director.
Dr.
Arthur Mikaelian, a pioneer of polarization technology, has been awarded U.S. Patent 8,097,284 B2 as it pertains to Polarized
Scorpion Venom solution and the method for making it. Dr. Mikaelian’s technical education began at the 2nd Medical Institute
of Moscow and continued at the Vernadsky University of Biosphere Knowledge in Moscow, where he earned his doctorate in Biological
Psychology; he then went on to complete his post-doctorate work at Vernadsky. He also earned an MBA from the University of Bologna
in Italy. You can find more about Medolife Rx at: http://medolife.com/
Item
9.01. Financial Statements and Exhibits. (d) Exhibits
10.1
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Securities
Exchange Agreement dated December 21, 2020
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*
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Schedules
and exhibits omitted pursuant to Item 601(b)(2) of the Regulation S-K. The Company agrees to furnish supplementally a copy
of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Quanta, Inc. has caused this report to be signed on its behalf by
the undersigned duly authorized person.
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QUANTA,
INC..
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Dated:
December 22, 2020
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By:
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/s/
Phil Sands
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