Current Report Filing (8-k)
24 3월 2018 - 5:27AM
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 EARLIEST EVENT: March 19, 2018
DATE
OF REPORT: March 23, 2018
CORIX
BIOSCIENCE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Wyoming
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333-150548
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75-3265854
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(STATE
OR OTHER JURISDICTION OF
INCORPORATION
OR ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE IDENTIFICATION NO.)
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16772
West Bell Road, Suite 110-471 in Surprise, Arizona 85374
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(623)
551-5808
(ISSUER
TELEPHONE NUMBER)
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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☐
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Written
communication 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. ☒
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. ☒
SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
On
March 19, 2018, Corix Bioscience, Inc., a Wyoming corporation (the “Company”), following written consent of the Board
of Directors in lieu of a meeting, ratified the Stock Exchange Agreement (the “SEA”) entered into between the Company
and OG Group, LLC, a Wyoming limited liability (“OG Group”) on February 23, 2018. The SEA had not been disclosed earlier
because the Company was in the process of conducting certain due diligence into certain disclosures made by OG Group attached
as Exhibit B to the SEA.
Subject
to the terms and conditions of the SEA, at the closing, which is anticipated to occur within five business days with the issuance
of stock to OG Group, the Company will issue 5,000,000 shares of its common stock to OG Group, and set reserve shares for future
issuance to OG Group of 2,500,000 shares of restricted common stock on every yearly anniversary from the “Effective Date”
of the SEA, as defined therein, for a period of five years, totaling 17,500,000 shares (the “CXBS Shares”). Given
the controlling interest of the Company in OG Group after Closing, the CXBS Shares shall be issued to OG Group at the discretion
of the Company during the five-year term; however, the sole basis for not issuing the balance of the CXBS Shares over the five-year
term would be the material breach of the Operating Agreement of OG Group by the two members of OG Group.
In
exchange for the issuance of CXBS Shares at closing, OG Group shall issue 6,000,000 units in OG Group (the “OG Units”)
to the Company resulting in the Company holding rights, title and interest in 60% of the issued and outstanding membership units
of OG Group. In addition to the other conditions set forth in the SEA, the issuance of the OG Units to the Company shall be conditioned
upon an opinion from legal counsel for OG Group confirming OG Group’s right to do so under the laws of Wyoming and any applicable
governance documents. The issuance of the CXBS Shares to OG Group shall be conditioned upon an opinion from legal counsel for
the Company confirming the Company’s right to do so under the laws of Wyoming and any applicable governance documents.
There
is no material relationship between the Company, its affiliates or any of the parties under the SEA. The reader is encouraged
to review the SEA attached hereto as an exhibit.
SECTION
3 – SECURITIES AND TRADING MARKETS
Item
3.02 – Unregistered Sales of Equity Securities
In
consideration of the receipt of 6,000,000 units in OG Group, the Company shall issue shares of restricted common stock to OG Group
as referenced above as the CXBS Shares. OG Group has represented to the Company that it shall hold the CXBS Shares issued under
this Agreement for investment in its account, and not with a view to the resale or distribution of any part thereof, unless otherwise
allowed for under the Act or any application exemption to registration. The Company believed that Section 4(a)(2) and Section
4(a)(5) was available to sell these shares to OG Group since it had sufficient knowledge and experience in finance and business
matters to be, at the very least, a “sophisticated investor,” i.e. it was able to evaluate the risks and merits of
the investment, or was able to bear the investment’s economic risks. As a result of the Company being a reporting company
with the United States Securities and Exchange Commission, the Company believed that OG Group had access to the type of information
normally provided in a prospectus for a registered securities offering, and it has agreed not to resell or distribute the CXBS
Shares issued to the public. Furthermore, the Company also believed that, based on OG Group’s representations, it
was an “accredited investor” and thus the sale was exempt from registration under Section 4(a)(5) of the Securities
Act of 1933.
SECTION
8 – OTHER EVENTS
Item
8.01 Other Events
The
Company issued a press release disclosing the SEA. However, it is anticipated that the Company will amend this press release upon
final issuance of the CXBS Shares to OG Group, and issuance of the OG Units to the Company.
SECTION
9 – 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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Corix Bioscience, Inc.
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By:
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/s/
Michael Ogburn
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Name:
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Michael Ogburn
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Title:
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Chief Executive Officer and President
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Dated:
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March
23, 2018
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Corix Bioscience (CE) (USOTC:CXBS)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Corix Bioscience (CE) (USOTC:CXBS)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
