Attached files
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EX-10 - EXHIBIT 10.8 - Viewbix Inc. | exh10_8.htm |
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): June 2, 2015
ZAXIS
INTERNATIONAL INC.
(Exact Name of Registrant
as Specified in its Charter)
Commission File No.: 0-15476
Delaware | 68-0080601 |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
42 Ben Zvi Street, Ramat Gan, Israel | 5224747 |
(Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, including area code: (972) 52-579-5082
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 March 16, 2015, Zaxis International Inc., a Delaware
corporation (the "Registrant") filed a Form 8-K reporting that it had signed
a Share Exchange Agreement with Emerald Medical Applications Ltd
("Emerald"), a copy of which was attached as Exhibit 10.4 to the March 16
Form 8-K. The closing of the Share Exchange Agreement is scheduled to occur
on or about the date that the Registrant files complete disclosure regarding
the Registrant and Zaxis ("Form 10 Disclosure"), which Form 10 Disclosure
will be filed with the SEC in either a Form 8-K/12g under the Exchange Act
and/or in a Registration Statement on Form S-1 under the Securities Act of
1933, as amended (the "Closing").
On June 2, 2015, in
contemplation of the Closing of the Share Exchange Agreement, the Registrant
entered into a loan agreement with Emerald pursuant to which the Registrant
loaned Emerald an additional US$100,000. A copy of the June 2, 2015 Loan
Agreement is filed as Exhibit 10.8 to this current report. The Registrant in
a Form 8-K filed on May 1, 2015, reported previous loans to Emerald the
proceeds of which are being applied to and are a part of the Registrant's
obligation under the Share Exchange Agreement to raise US$800,000 in equity
capital, which obligation has been satisfied by the Registrant, which
obligation has been satisfied in full.
The Registrant expects that the Closing of the Share Exchange
Agreement will occur during the week of June 8, 2015.
Item 9.01 Financial Statements and Exhibits
(a) The following documents are filed as exhibits to this report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
Exhibit No. |
Description |
---|---|
10.8 | Loan Agreement between the Registrant and Emerald Medical Applications Ltd. dated June 2, 2015, filed herewith. |
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.
/s/ Liron Carmel CEO Liron Carmel Date: June 5, 2015 |