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): October 7, 2016 (October 4, 2016)
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD.
(Exact name of registrant as specified in its charter)
| Nevada | 333-171637 | 36-4794119 |
(State or Other Jurisdiction of Incorporation) | (Commission
File Number) | (I.R.S. Employer Identification Number) |
4F, No. 32, Ln. 407, Sec. 2. Tiding Road, Neihu District, Taipei City 114, Taiwan
(Address of principal executive offices) (zip code)
886287978775 ext 500
(Registrant's telephone number, including area code)
N/A
(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 (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. |
On October 4, 2016, NowNews Digital Media Technology Co., Ltd. (the “Company”) entered into a share exchange agreement (the “Agreement”) with MySong Industrial Co., Ltd. (“MySong”), a limited liability company formed under the laws of Taiwan and both shareholders of MySong to acquire all the issued and outstanding shares of common stock of MySong in exchange for 200,000 restricted shares of common stock, par value $.001 of the Company (“Share Exchange”). The closing of the transactions contemplated under the Share Exchange is subject to the fulfillment of certain conditions, or on such other date and time as all parties may mutually determine (the “Closing Date”).
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 which is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
As discussed in Item 1.01, the Company agreed to issue an aggregate of 200,000 shares of common stock to MySong. The issuance of the shares was exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof on the basis that the transaction did not involve a public offering. The 200,000 shares will be issued after all the closing conditions set forth in the Agreement have been satisfied on the Closing Date. The shares are subject to restrictions on resale pursuant to Commission Rule 144 under the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | | Description |
| 10.1 | | Share Exchange Agreement dated October 4, 2016* |
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 7, 2016 | NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD. |
| | | | |
| | | | |
| | By: | /s/ Shuo-Wei Shih | |
| | | Shuo-Wei Shih | |
| | | Chief Executive Officer | |
