Current Report Filing (8-k)
24 12월 2020 - 7:05AM
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): December 23, 2020
RAYONT
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-56020
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27-5159463
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(State
or other jurisdiction of
incorporation
or organization)
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Commission
file number
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(IRS
Employer
Identification
No.)
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Level
3, 26 Marine Parade, Southport
Queensland,
4215 Australia
+61
432 051 512
(Address,
including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
(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 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 1 4a-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 [X]
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. [ ]
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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Common
Stock, par value $0.001 per share
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RAYT
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OTC
Markets Group
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Item
1.01 Entry into a Material Definitive Agreement.
On
December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the
“Company”), acquired all of the issued and outstanding capital stock of Prema Life Pty Ltd, an Australian company
(“Prema Life”), from TheAlikasa (Australia) Pty Ltd, Prema Life’s sole shareholder (the “Seller”).
The Seller is an affiliate of the Company and therefore the acquisition is being treated as a related party transaction. The purchase
price is $530,180, which is a 10% discount of the total amount of Prema Life’s net tangible assets. The purchase price will
be paid in six installments after a $265,300 down payment. In the event an installment payment is not paid timely, the
Seller has agreed to accept shares of the Company valued at $0.87 per share. The price per share is based on a 20% discount of
the average share price on the OTC Markets over the last 30 trading days.
Prema
Life is a HACCP certified manufacturer and supplier of functional foods and supplements, and of practitioner only naturopathic
and homeopathic medicines. The Company produces an extensive range of products including proteins, green blends, sports nutrition,
weight management and maintenance, and health and wellness products.
On
December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc. (the
“Company”), acquired all of the issued and outstanding capital stock of GGLG Properties Pty LTD, an Australian company
(“GGLG”), from TheAlikasa (Australia) Pty Ltd, GGLG’s sole shareholder (the “Seller”). The Seller
is an affiliate of the Company and therefore the acquisition is being treated as a related party transaction. The purchase price
is $605,920, which is a 10% discount of the total amount of GGLG’s net tangible assets. The purchase price will be paid
in six installments after a $265,300 down payment. In the event an installment payment is not paid timely, the Seller has
agreed to accept shares of the Company valued at $0.87 per share. The price per share is based on a 20% discount of the average
share price on the OTC Markets over the last 30 trading days.
The
foregoing descriptions of the Acquisition Agreements do not purport to be complete and are qualified in their entirety by reference
to the complete text of the documents, which are filed as exhibits to this report andare incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On
December 23, 2020, Rayont issued a press release announcing the purchase of Prema life and GGLG. A copy of the press release is
being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.
The
information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated
by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein
as being incorporated therein by reference.
Item
9.01 Financial Statements and Exhibits.
(a)
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Financial
Statements of Business Acquired.
The
Registrant hereby undertakes to file the financial statements if required by this Item 9.01(a) not later than 71 days
after the date this Form 8-K was due for filing.
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(b)
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Pro
Forma Financial Statements.
The
Registrant hereby undertakes to file the pro forma financial information if required by this Item 9.01(b) not later than
71 days after the date this Form 8-K was due for filing.
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(d)
Exhibits
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, thereunto duly authorized.
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RAYONT
INC.
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Dated:
December 23, 2020
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By:
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/s/
Marshini Thulkanam
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Marshini
Thulkanam
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CEO
and President
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Rayont (CE) (USOTC:RAYT)
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Rayont (CE) (USOTC:RAYT)
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