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 28, 2019
Ando Holdings Ltd.
(Exact Name of Registrant as Specified in its Charter)
Nevada | | 001-37834 | | 47-4933278 |
(State of | | (Commission | | (IRS Employer |
incorporation) | | File Number) | | Identification No.) |
| Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road Tsim Sha Tsui, Kowloon, Hong Kong 00000 | |
| (Address of principal executive offices) | |
(852) 2351 9122
(Registrant’s telephone number, including area code)
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 1.01Entry into a Material Definitive Agreement.
On November 28, 2019, Ando Holdings Ltd. (the “Company”), a Nevada corporation, entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an accredited investor, Tsai Ming Hsiu (the “Lender”), pursuant to which the Company issued promissory note for an aggregate of $50,000 (the “Outstanding Balance”), with an interest rate of 10% per annum (the “Note”). The Outstanding Balance of the Note are to be paid within one year beginning from November 28, 2019. The Note mature on November 28, 2020 (“Maturity Date”) and contain an auto renewal clause for one year if the Lender fails to provide notice for redemption on or before 30 days from the Maturity Date. Subject to the terms and conditions set forth in the Note, the Company may prepay all or any portion of the Outstanding Balance of the Note at any time on or before 90 days from the Maturity Date without penalty. Conversely, the Lender may redeem the Note at any time before the Maturity Date, by accepting 90% partial or full Outstanding Balance and giving the Company not less than 30 days’ written notice stating the redemption amount and wiring information to the Company. Upon the occurrence of an event of default, the Outstanding Balance shall maintain at the Outstanding Balance immediately prior to the occurrence of the event of default and the Outstanding Balance shall become immediately due and payable.
Unless specifically defined herein, the capitalized terms shall have the meanings as defined in the respective documents attached herein. The forgoing terms are qualified in their entirety by the actual Securities Purchase Agreement and the Note attached herein as Exhibits 10.1 and 10.2, respectively.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Exhibits |
| | |
10.1 | | Sample Securities Purchase Agreement |
| | |
10.2 | | Sample Promissory Note Agreement |
2
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.
December 2, 2019
Ando Holdings Ltd |
| |
By: | /s/ Lam Chi Kwong Leo |
Name: | Lam Chi Kwong Leo |
Title: | Chief Executive Officer, President, Chairman and Director |
3
