Attached files
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EX-10.2 - PREFERRED STOCK CANCELLATION AGREEMENT - GigWorld Inc. | http_ex102.htm |
EX-10.1 - LOAN CONVERSION AGREEMENT - GigWorld Inc. | http_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): March 31, 2017 (March 27,
2017)
HotApp International Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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333-194748
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47-4742558
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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4800 Montgomery Lane, Suite 210
Bethesda, MD
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20814
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(301) 971-3940
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N/A
Former
name or former address, if changed since last report
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.
Loan
Conversion Agreement
On
March 27, 2017, HotApp International Inc. (the
“Company”) entered into a Loan Conversion Agreement
with Singapore eDevelopment Limited (“SeD”), a
Singapore company, pursuant to which SeD agreed to convert
$450,890.00 of debt owed by the Company to SeD into 500,988,889
shares of the Company’s common stock at a conversion price of
$0.0009 per share. SeD is the Company’s majority stockholder.
Fai H. Chan, the Company’s Chief Executive Officer and a
member of the Company’s board of directors, is also the Chief
Executive Officer and a member of SeD’s board of directors,
as well as the majority shareholder of SeD. Conn Flanigan, another
member of the Company’s board of directors, serves in various
director and officer positions with subsidiaries of SeD. Lui Wai
Leung (“Alan”), the Company’s Chief Financial
Officer, is also the Chief Financial Officer of SeD. Mr. Lum Kan
Fai (“Vincent”), the Company’s Chief Technology
Officer and a member of the Company’s board of directors, is
also the Chief Technology Officer of SeD.
The
Company’s board of directors and majority stockholder have
approved an increase in the number of the Company’s
authorized shares of common stock from 500,000,000 to 1,000,000,000
by means of an amendment to the Company’s Articles of
Incorporation. This increase in authorized shares will permit the
Company to issue the 500,988,889 shares of common stock described
above. This amendment to the Company’s Articles of
Incorporation will be further described in a definitive information
statement to be filed by the Company.
Preferred
Stock Cancellation Agreement
On
March 27, 2017, SeD and the Company also entered into a Preferred
Stock Cancellation Agreement, by which SeD agreed to cancel its
13,800,000 shares Perpetual Preferred Stock issued by the
Company.
Item
3.02
Unregistered
Sales of Equity Securities.
On March 27, 2017, SeD acquired 500,988,889 shares of the
Company’s common stock in exchange for $450,890.00 of debt
owed by the Company to SeD at a conversion price of $0.0009 per
share, as described in Item 1.01 above, which is incorporated
herein by reference. The issuance of these shares was completed in
accordance with the exemption provided by Section 4(a)(2) of the
Securities Act of 1933, as amended.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On March 28, 2017, the Company’s majority stockholder, SeD,
who owns 5,801,687 shares of the Company’s common stock, or
collectively 98.17% of the Company’s outstanding voting
securities, approved an increase in the number of the
Company’s authorized shares of common stock from 500,000,000
to 1,000,000,000 by means of an amendment to the Company’s
Articles of Incorporation. This increase in authorized shares will
permit the Company to issue the 500,988,889 shares of common stock
described in Item 1.01 above, which is incorporated by referenced
herein. This amendment to the Company’s Articles of
Incorporation will be further described in a definitive information
statement to be filed by the Company.
Item 9.01
Financial Statements and Exhibits.
Exhibit
Description
10.1
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Loan Conversion Agreement, by and among HotApp International Inc.
and Singapore eDevelopment Limited, dated as of March 27,
2017.
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10.2
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Preferred Stock Cancellation Agreement, by
and among HotApp International Inc. and Singapore eDevelopment
Limited, dated as of March 27, 2017.
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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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HotApp
International Inc.
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Date: March 31,
2017
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By:
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/s/
Conn
Flanigan
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Conn
Flanigan
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Director
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