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EX-2.4 - AMENDMENT NO. 3 DATED AUGUST 15, 2017 TO ACQUISITION AGREEMENT - Sincerity Applied Materials Holdings Corp. | sbid_ex24.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): August
15, 2017
SINCERITY
APPLIED MATERIALS HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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333-177500
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45-2859440
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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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Marconistraat 16
3029 AK Rotterdam, The Netherlands
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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+
31 (0) 1 089 00 400
(Registrant’s
telephone number, including area code)
Not
applicable
(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))
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.4054 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter
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Emerging
growth company ☑
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If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☑
ITEM 1.01
ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On
August 15, 2017, we entered into Amendment No. 3 (the
“Amendment”) to the June 5, 2017 Acquisition Agreement,
as amended by Amendment No. 1 on July 7, 2017 and Amendment No. 2
on July 21, 2017 (the “Acquisition Agreement”), with
Sincerity Australia Pty Ltd, an Australia corporation
(“SAPL”) and the sole shareholder/member of SAPL (the
“SAPL Shareholder”).
The
purpose of the Amendment was to revise the automatic termination
date under the Acquisition Agreement for failure to close by such
automatic termination date from to August 15, 2017 to August 23,
2017. All of the other terms of the Acquisition Agreement remain in
full force and effect.
ITEM 9.01
FINANCIAL
STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
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Description
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Amendment
No. 3 dated August 15, 2017 to Acquisition Agreement, dated as of
June 5, 2017, as amended by Amendment No. 1 on July 7, 2017, and
Amendment No 2 on July 21, 2017 by and among the Company, Sincerity
Australia Pty Ltd and the sole shareholder/member of Sincerity
Australia Pty Ltd.
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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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SINCERITY
APPLIED MATERIALS HOLDINGS CORP.
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Date: August
21, 2017
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By:
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/s/ Korstiaan Zandvliet
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Name:
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Korstiaan
Zandvliet
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Title:
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President
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