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): November 23, 2016 (November 19, 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 November 19, 2016, NowNews Digital Media Technology Co., Ltd. (the “Company”) entered into a share exchange agreement (the “Agreement”) with Lao Development Holding Limited (“Lao Development”), aSeychelles company and each of the shareholders of Lao Development (the “Shareholders”) to acquire all the issued and outstanding shares of common stock of Lao Development in exchange for 2,137,500 restricted shares of common stock, par value $0.001 of the Company (“Share Exchange”). The closing of the transactions contemplated under the Agreement is subject to the fulfillment of certain conditions. The Share Exchange is expected to close on November 19, 2017 or 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 part of the Agreement, the Company will issue an aggregate of 2,137,500 shares of common stock to Lao Development. The issuance of the shares will be exempt from registration under Rule 903 of Regulation S of the Securities Act on the basis that the transaction will be an “offshore transaction”, as defined in Rule 902(h) of Regulation S. The Company did not engage in any “directed selling efforts”, as defined in Regulation S, in the United States in connection with the sale of the Company’s shares. The Shareholders represented to the Company that the Shareholders were not U.S. persons, as defined in Regulation S, and were not acquiring the Shares for the account or benefit of a U.S. person. The 2,137,500 shares will be issued after all the closing conditions set forth in the Agreement has 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 November 19, 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: November 23, 2016 | NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD. |
| | | |
| | By: | /s/ Shuo-Wei Shih |
| | | Shuo-Wei Shih |
| | | Chief Executive Officer |
