Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - HEALTH ADVANCE INC. | hadv_ex991.htm |
| EX-10.1 - SHARE EXCHANGE AGREEMENT - HEALTH ADVANCE INC. | hadv_ex101.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): October 13, 2016
HEALTH ADVANCE INC.
(Exact
name of registrant as specified in its charter)
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Wyoming
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333-177122
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46-0525223
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3651 Lindell Rd. Suite D155
Las Vegas, NV 89103
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(Address
of principal executive offices)(Zip Code)
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Registrant’s
telephone number, including area code: 702-943-0309
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N/A
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(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 Material Definitive Agreement
Share Exchange Agreement
On
October 13, 2016, Health Advance Inc. (the “Company”)
entered into a share exchange agreement (the “Share Exchange
Agreement”) with Hantian Labs Limited., a corporation
existing under the laws of the United Kingdom (“Hantian
Labs”) to acquire all of the issued and outstanding shares of
Hantian Labs. Pursuant to the Share Exchange Agreement, the Company
will acquire from Hantian Labs one hundred percent (100%) interest
in Hantian Labs and its controlling subsidiaries. In consideration
for the Share Exchange Agreement, the Company shall issue to
Hantian Labs 1.5 common shares of the Company for each share of
Hantian Labs issued and outstanding at the time of
closing.
As a
closing condition to the Share Exchange Agreement, Hantian Labs is
required to complete a financing of a minimum of $250,000 US for
the marketing of Hantian Labs’ product line.
The foregoing description of the terms of the Share Exchange
Agreement are qualified in its entirety by reference to the
provisions of the agreement filed as Exhibit 10.1 to this Current
Report on Form 8-K (this “Report”), which is
incorporated by reference herein.
Item 2.01
Completion of Acquisition.
As
described in Item 1.01, the Company shall acquire Hantian Labs
pursuant to the Share Exchange Agreement. The disclosures in Item
1.01 of this Report regarding the share exchange is incorporated
herein by reference in its entirety.
Description of Hantian Labs Limited
Hantian
Labs (www.hantianlabs.com) is an
emerging global leader in anti-ageing and vitality nutraceutical
products. Developed by a team of research scientists, athletes and
beauty professionals, the Hantian line of tablets uses
state-of-the-art age reversal technology to diminish the signs of
ageing, whilst enhancing, enriching and extending the lives of
their consumers. Products, including GHBurn, Alpha Elite and
Revitamar, are made at Hantian’s GMP ISO 9001 and Informed
Sports certified facility in the United Kingdom with the strictest
quality standards. Hantian products are Medicines & Healthcare
Products Regulatory Agency (MHRA) approved. Hantian also has
licenses issued by the Minister of Health for Canada, issued under
the authority of section 7 of the Natural Health Products
Regulations, for its products GHBurn and Alpha Elite.
GHBurn
is a scientifically proven powerful natural precursor to HGH (Human
Growth Hormone), the body’s master hormone. It was uniquely
designed to enhance the body’s hormonal system, which begins
to deteriorate after the age of thirty. It increases testosterone
production, lean muscle mass, enhances energy, alertness and
libido, while decreasing fat production and cravings. GHBurn
provides muscles with increased energy at the cellular level
enhancing athletic performance and ability. Used daily, the unique
proprietary blend of ingredients regulates male hormones, which in
effect halts and more importantly reverses the aging
process.
Alpha Elite is widely considered one of the
ultimate supplements to combat
natural testosterone deterioration and enhance overall male
performance. It stimulates and intensifies all vigorous activity
for the Alpha Elite male. Being stimulant free, it safely elevates
your testosterone to new levels, whilst increasing your lean
muscularity, vascularity and libido.
Revitamar
is a powerful age defying supplement proven to banish wrinkles and
restore a youthful appearance. The pioneering restorative blend of
antioxidants, minerals and marine properties stimulates youthful
radiant skin and softens fine lines. Founded in the age old notion
of ‘health through water’, the high concentration of
marine collagen and sea kelp naturally restore elasticity,
diminishes pigmentation and protect cells from oxidative damage
while hyaluronic acid, zinc and vitamin C, secures moisture,
creates fullness, decreases the appearance of cellulite and
alleviates joint pain.
Item 3.02 Unregistered Sales of Equity
Securities.
Reference is made to the disclosure set forth under Items 1.01 of
this Report, which disclosure is incorporated herein by
reference.
The Company shall issue the Health Advance Shares in reliance upon
the exemption from registration contained in Section 4(2) of the
Securities Act of 1933, as amended (the “Securities
Act”). Our reliance on
Section 4(2) of the Securities Act was based upon the following
factors: (a) the issuance of the securities was an isolated private
transaction by us which did not involve a public offering; (b)
there were only a limited number of offerees; (c) there were no
subsequent or contemporaneous public offerings of the securities by
us; (d) the securities were not broken down into smaller
denominations; and (e) the negotiations for the sale of the stock
took place directly between the offeree and us.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The
Company shall appoint Mr. Christian Diesveld as a director of
Health Advance. Mr. Diesveld is currently the Managing Director of
Hantian. Prior to co-founding Hantian Labs, Christian spent a total
of sixteen years within the public marketplace, specializing in the
marketing and financing of exchange-listed companies to all facets
of the international investment community. Additionally, Mr.
Diesveld spent the previous ten years in the role of Managing
Director at Peritus Capital, a Toronto based Investor Relations
firm. Having worked closely with corporations in the
pharmaceutical, technology and resource sectors, Christian brings
an abundance of experience and contacts from a wide range of
sectors throughout the global marketplace.
Item 8.01
Other Events.
On October 14, 2016, the Company issued a press release announcing
the execution of the share exchange agreement with Hantian Labs
Limited, a copy of which is attached as Exhibit 99.1 to this
Report.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits:
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Exhibit Number
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Description
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Share
Exchange Agreement, dated October 13, 2016, by and among Health
Advance Inc., Hantian Labs Limited
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Press
Release
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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.
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HEALTH ADVANCE INC.
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Date:
January 26, 2017
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By:
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/s/ Jordan Starkman
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Jordan
Starkman
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