Current Report Filing (8-k)
24 3월 2022 - 1:21AM
Edgar (US Regulatory)
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0001539778
2022-03-18
2022-03-18
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xbrli:shares
iso4217:USD
xbrli:shares
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): March 18, 2022
RAYONT
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-56020 |
|
27-5159463 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
228
Hamilton Avenue, 3rd Floor, Palo Alto,
California,
94301
1
(855) 801-9792
(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 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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par $0.001 per share |
|
RAYT |
|
OTC
Markets Group |
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
On
March 18, 2022, pursuant to a Share Sale Agreement (the “Agreement”), No More Knots Holdings Pty Ltd, a wholly-owned subsidiary
of Rayont Inc. (the “Company”), agreed to acquire the No More Knots Group of companies, the largest provider of Remedial
Massage and Myotherapy services in Australia. Under the Agreement the Company, shall acquire 100% of the total outstanding shares and
units of No More Knots Pty Ltd, No More Knots (Taringa) Pty Ltd and No More Knots (Newmarket) Pty Ltd in exchange for approximately USD
2.2M cash payable in two tranches. The first tranche of USD1,8M is payable on or before April 01, 2022 and the second tranche
of USD400,000 is payable on or before July 15, 2022 upon the business delivering EBIDTA of USD 500,000 for the financial year
closing June 30, 2022.
No
More Knots is Australia’s largest clinic of its kind and was first formed in 1998 by former athlete and entrepreneur, Kelly Townsend..
Between its three clinics, No More Knots is home to over 45 tertiary qualified therapists who specialize in Remedial Massage and Myotherapy
and are supported by an administrative and management team of fifteen. Today the whole team at No More Knots is privileged to treat over
700 clients each week, with a mix of office workers, trades people, weekend warriors to elite athletes; all sharing the common goal of
receiving outstanding treatment tailored specifically to meet their individual needs. As a result, it has quickly built a reputation
for outstanding service at all levels of the business, and has become one of the most well renowned clinics of its kind.
The
foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the
complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On
March 22, 2022, Rayont issued a press release announcing the purchase of the No More Knots group of companies. 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) |
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. |
| |
|
| (b) |
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. |
(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.
| |
RAYONT
INC. |
| |
|
| |
|
|
| Dated:
March 23, 2022 |
By:
|
/s/
Marshini Aliya Moodley |
| |
|
Marshini
Aliya Moodley |
| |
|
CEO
and President |
Rayont (CE) (USOTC:RAYT)
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