UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 25, 2016 (August 21, 2016)
(Exact Name of Registrant as Specified in Charter)
| Nevada | 333-201365 | 30-0803939 |
(State or Other Jurisdiction of
Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Wisma Ho Wah Genting, No. 35 Jalan Maharajalela, 50150 Kuala Lumpur, Malaysia |
| (Address of Principal Executive Offices) |
| Registrant’s telephone number, including area code: | 603.2143.2889 |
| |
| (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 (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 August 15, 2016, Vitaxel Group Limited (the “Company”) entered into a License Agreement (the “Agreement”) with Vitaxel Corp (Thailand) Ltd., a limited liability entity and incorporated in Thailand (“Licensee”), which the Company reported in its Form 10-Q as filed with the Securities and Exchange Commission on August 15, 2016. On August 21, 2016, the Company and the Licensee amended the Agreement to, among other things, extend the term from three (3) years with a three (3)-year renewal term to 10 years with a 10-year renewal term.
Pursuant to the Agreement, the Company granted Licensee an exclusive, non-transferable, revocable license to use the Company’s trademarks, brands, logos or service marks to market and operate the Company’s business and commercialize the Company’s online shopping and service platforms, including but not limited to the Company’s online shopping mall known as “Vionmall”, in Thailand (the “License”). The term of the Agreement is 10 years with a possibility of renewal for another 10 years. The Company and or its subsidiaries will have the right of first refusal to acquire the Licensee if shareholders of Licensee decided to dispose its assets or company.
Licensee is in charge of all initial costs of setting up the Company’s business in Thailand. Licensee shall pay the Company a revenue share of 70% of the net profits for every three (3) month period (“Royalties”). Each Royalty payment is due on the tenth day of every fourth months and shall be paid in US Dollars and accompanied by a report of calculation of the net profits.
The Company does not have any material relationship with Licensee other than the Agreement.
| Item 9.01 | Financial Statement and Exhibits. |
Exhibit Number | | Description |
| 10.1 | | License Agreement by and between Vitaxel Group Limited and Vitaxel Corp (Thailand) Ltd.dated August 15, 2016, as amended on August 21, 2016. |
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.
| Date: August 25, 2016 | VITAXEL GROUP LIMITED |
| | | |
| | By: | /s/ Lee Wei Boon |
| | Name: Lee Wei Boon |
| | Title: Chief Financial Officer |
