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):
June 16, 2016
| EVENT CARDIO GROUP INC. |
| (Exact name of registrant as specified in its charter) |
| |
| Nevada | | 0-52518 | | 20-8051714 |
| (State or other jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
739 Colony Palm Drive Boynton Beach, Florida | | 33436 |
(Former address of principal executive offices)
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):
| [ ] | | 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
SharePurchase and OptionAgreement
OnJune16,2016,EventCardioGroupInc.,aNevadacorporation(the“Company”),andcertainofitsaffiliatedentities,enteredinto, and consummated the transactions contemplated by,aSharePurchaseandOptionAgreement(the“Agreement”)withNickBozza,individuallyandasnomineeoftheNickBozzaFamilyTrust(collectively, “Mr.Bozza”), filed as exhibit 10.1 to this report.PursuanttotheAgreement,Mr.BozzarelinquishedhisrightsunderalicensegrantedbytheCompanyin2014tomarketanddistributetheCompany’swirelesscardiacmonitoringdeviceinCanada,exclusivelywithintheProvinceofOntario,andtotherepaymentofcertainindebtednessoftheCompanyanditsaffiliatedentities.EachofthepartiesalsoreleasedallclaimswhichitmayhaveagainsteachoftheotherpartiestotheAgreement.Inaddition,Mr.BozzasoldtotheCompany20,000,000sharesoftheCompany’scommonstock,togetherwithsharesoftheaffiliatedentities.Inaddition,Mr.BozzagrantedtheCompanyanoptiontopurchasetheremaining9,812,500sharesoftheCompany’scommonstockownedbyhimforapurchasepriceofUS$500,000atanytimepriortoMay6,2018.Foralltherightsacquired,inadditiontoreleasingMr.Bozzafrom any claims it may have against him, the Company paidMr. Bozza CAD $1,025,000, or approximately US $850,000.
SubscriptionAgreements
OnJune16,2016,theCompanysoldtoZhenliXu,acitizenofChina,2,500,000sharesoftheCompany’scommonstockandwarrantstopurchaseanadditional833,333sharesofcommonstock,forapurchasepriceof$375,000, pursuant to a subscription agreement filed as exhibit 10.2 to this report.Thewarrantsmaybe exercised at any time prior to December 31, 2019 at an initial exercise price of $0.25 per share.
OnJune15,2016,theCompanysoldtoentitiescontrolledbyeachofIanGenoaandMichaelHoanaggregateof10,000,000sharesof theCompany’scommonstockandwarrantstopurchaseanaggregateof5,000,000sharesofcommonstock,foratotalpurchasepriceof $1,000,000, pursuant to subscription agreements filed as exhibits 10.4 and 10.6, respectively, to this report. The warrants may be exercised at any time prior to May 26, 2019 at an initial exercise price of $0.25 per share.
Item 3.02Unregistered Sales of Equity Securities.
OnJune16,2016,theCompanysold2,500,000sharesoftheCompany’scommonstockandwarrantstopurchaseanadditional833,333sharesofcommonstocktoZhenliXu,acitizenofChina,forapurchasepriceof$375,000.Thewarrantsmaybeexercisedat anytimepriortoDecember31,2019ataninitialexercisepriceof$0.25pershare.Thesharesandwarrantsweresoldpursuanttothe exemptionfromregistrationprovidedbyRegulationSpromulgatedundertheSecuritiesAct.TheCompanydidnotpayanysales commissionsorbrokerfeesinconnectionwiththeissuanceofthesharesandwarrants.Thecertificatesevidencingthesharesandthe warrantswereendorsedwithalegendrestrictingtheirsaleorotherdispositionwithoutcompliancewiththeregistrationrequirements of the Securities Act or an exemption therefrom.
OnJune15,2016,theCompanysoldanaggregateof10,000,000sharesoftheCompany’scommonstockandwarrantstopurchaseanadditional5,000,000sharesofcommonstocktoentitiescontrolledbyIanGenoaandMichaelHo.Thewarrantsmaybeexercisedat anytimepriortoMay26,2019ataninitialexercisepriceof$0.25pershare.Thesharesandwarrantsweresoldpursuanttothe exemptionfromregistrationprovidedbyRegulationSpromulgatedundertheSecuritiesAct.TheCompanydidnotpayanysales commissionsorbrokerfeesinconnectionwiththeissuanceofthesharesandwarrants.Thecertificatesevidencingthesharesandthe warrantswereendorsedwithalegendrestrictingtheirsaleorotherdispositionwithoutcompliancewiththeregistrationrequirements of the Securities Act or an exemption therefrom.
Item 7.01 Regulation FD Disclosure.
On June 21, 2016, the Company issued a press release with respect to the transactions described in Items 1.01 and 3.02 of this report. The press release is attached as Exhibit 99.1 to this report.
The information in Exhibit 99.1 shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and 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.
Dated: June 22, 2016
| | EVENT CARDIO GROUP INC. | |
| | | | |
| | By: | /s/ John Bentivoglio | |
| | John Bentivoglio | |
| | | Chief Executive Officer | |
