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EX-2.A - EXHIBIT 2.A SHARE EXCHANGE AGREEMENT - CQENS Technologies Inc. | f8k041014_ex2za.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 of 15(D) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 11, 2014
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OICco Acquisition IV, Inc.
(Exact Name of registrant in its charter)
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Delaware | 6770 | 27-1521364 |
(State or jurisdiction of incorporation | (Primary Standard Industrial | (I.R.S. Employer |
or organization) | Classification Code Number) | Identification No.) |
4412 8th St. SW
Vero Beach, FL 32968
(Address of Principal Executive Offices) (Zip Code)
954-362-7598
(Registrants Telephone Number, Including Area Code)
______________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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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.
1.01 Entry into a Material Definitive Agreement
On April 11, 2014, OICco Acquisition IV, Inc. (the Company), we, or us) entered into a Share Exchange Agreement and Plan of Reorganization (Agreement) with VapAria Corporation (VapAria), a private company incorporated in Minnesota on March 10, 2010 with offices at 5550 Nicollet Avenue, Minneapolis, MN 55419. At the closing of the Agreement (which is contingent upon the effectiveness of a post-effective amendment to our registration statement and a 80% reconfirmation vote under Rule 419 and other closing conditions), pursuant to the terms of the Agreement, 36,000,000 shares of our common stock, par value $0.0001 per share (the Common Stock) will be issued to VapAria shareholders holding 100% of the issued and outstanding common shares of VapAria and 500,000 shares of our to be designated Series A convertible preferred stock (Preferred Stock) will be issued to VapAria shareholders holding 100% of the issued and outstanding shares of VapArias Series A convertible preferred stock. Upon completion of the foregoing transactions, (i) VapAria will become our wholly-owned subsidiary, (ii) VapArias common stockholders will acquire 72% of our issued and outstanding common stock, and (iii) VapArias holders of its Series A convertible preferred stock will own 100% of our issued and outstanding Preferred Stock, and (iv) we will change our name to VapAria Corporation.
VapAria Corporation, a development stage company, was founded in 2010 to engage in the research and development of vaporizing technologies and formulas and became operational in 2013. VapAria has licensed the rights to a patent and the option to license two pending patents related to vaporizing device technology and various formulas and expects to use this intellectual property to develop, manufacture and launch products into fast growing, dynamic markets in the US and throughout the world. These markets include the world-wide electronic cigarette market- currently estimated by Bloomberg Industries to be $1.5 billion annually. VapAria currently contemplates filing with the FDAs Center for Drug Evaluation and Research to become the first e-cigarette company to secure fast track status and then seek FDA approval as a smoking cessation product. Information about VapAria, its management, the technology it licenses and owns options to license and its strategic objectives can be found at http://vaparia.com/.
This current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, made in this Current Report on Form 8-K are forward looking and subject to change. The Company cautions that these forward-looking statements are subject to risks, uncertainties and assumptions, many of which are beyond the Companys control, which may cause actual results and events to differ materially from those indicated in the forward-looking statements. Additional information concerning other factors is contained under the headings Risk Factors and Management Discussion and Analysis of Financial Condition and Results of Operations in OICcos filing on Form S-1/A10 and any subsequent Forms filed with the Securities and Exchange Commission, which are incorporated by reference. OICco undertakes no obligation to release publicly any revisions to forward-looking statements as the result of subsequent events or developments.
Item 9.01 Exhibits
Exhibits
Share E 2.a Exchange Agreement and Plan of Reorganization- VapAria Corporation |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OICco Acquisition IV, Inc.
Dated: April 11, 2014
By: /s/ Miguel Dotres
Miguel Dotres
President, Secretary and Director
Chief Executive Officer
EXHIBIT INDEX
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No. | Exhibits |
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2.a | Exchange Agreement VapAria Corporation |