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)December 7, 2016
| REGI U.S., INC. |
| (Exact name of registrant as specified in its charter) |
| Oregon | | 000-23920 | | 91-1580146 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| Suite 10 - 7520 N. Market St., Spokane, WA | | 99217 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code(253) 514-6114
| n/a |
| (Former name or former address, if changed since last report.) |
heck 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:
| [ ] | 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 |
| | |
| Item 2.01 | Completion Of Acquisition Or Disposition Of Assets |
| | |
| Item 3.02 | Unregistered Sales of Equity Securities |
Effective September 16, 2016, we executed asset purchase agreement with Reg Technologies Inc. to purchase all of the assets of Reg Technologies. The consideration for the purchase was an aggregate of 50,596,043 unregistered common shares of our company. On November 18, 2016, Reg Technologies obtained shareholder approval by special resolution at a special meeting of the shareholders.
On December 2, 2016, we issued an aggregate of 50,596,043 unregistered common shares of our company to close the transaction with Reg Technologies. We issued the securities to one (1) non-US person (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits |
| | |
| 10.1 | Asset Purchase Agreement with Reg Technologies Inc. dated September 16, 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.
| REGI U.S., INC. | |
| | |
| /s/ “Paul W. Chute” | |
| Paul W. Chute | |
| President and Director | |
| | | |
| Date: | December 7, 2016 | |
