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EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - SweeGen, Inc.f10ka063017_ex32z1.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - SweeGen, Inc.f10ka063017_ex31z1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2017

 

OR

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

 

Commission File Number: 333-190547

 

SweeGen, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

80-0910515

(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

30321 Esperanza Avenue, Rancho Santa Margarita, CA 92688

949-709-0583

(Address of principal executive offices)

(Registrant’s telephone number,

including area code)

 

Securities registered under Section 12(g) of the Act:

None

____________________

 

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [   ] Yes [X] No

 

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [   ] Yes [X] No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [   ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [   ] No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [   ]

Accelerated filer [   ]

Non-accelerated filer [   ] (Do not check if a smaller reporting company)

Smaller reporting company[X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [   ] Yes [X] No

 

The aggregate market value of Common Stock held by non-affiliates of the registrant was $0 based on a $0 average bid and ask price of such common equity, as of December 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter. (There was no bid or ask price before March 27, 2017).

 

As of October 12, 2017, there were 25,643,580 shares of the registrant’s common stock, par value $0.001 per share, outstanding.


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EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K /A (“Amendment No. 1”) is an amendment to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017, filed with the Securities and Exchange Commission on October 12, 2017 (the Original Filing Date”), solely to update the exhibits under Item 15(b) of the Form 10-K and to furnish Exhibit 101 to the Form 10-K. The entire 10-K is included in this filing for ease and convenience to the reader.  Exhibit 101 consists of the following materials from the Company’s Form 10-K, formatted in XBRL (eXtensible Business Reporting Language), and have been added to PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES:

 

101.INS XBRL Instance Document**

101.SCH XBRL Taxonomy Extension Schema Document**

101.CAL XBRL Taxonomy Calculation Linkbase Document**

101.DEF XBRL Taxonomy Definition Linkbase Document**

101.LAB XBRL Taxonomy Label Linkbase Document**

101.PRE XBRL Taxonomy Presentation Linkbase Document**

 

**Filed herewith by amendment 


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PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

(a) Consolidated Financial Statements. 

 

Included in Item 8

 

(b) Exhibits. 

 

Exhibit No.

Description

2.1

Share Exchange Agreement dated December 23, 2014 among Aceway Corp., Phytosub, Inc. and The Chen Family Living Trust dated July 16, 2003 (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2015 and incorporated herein by reference).

2.2

Purchase Agreement dated December 23, 2014 between Aceway Corp. and Armando Espinoza (filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2015 and incorporated herein by reference).

3.1

Articles of Incorporation (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 12, 2013 and incorporated herein by reference).

3.1

Amendment to Articles of Incorporation (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2015 and incorporated herein by reference).

3.2

Bylaws (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 12, 2013 and incorporated herein by reference).

4.1

Warrant Certificate No. 1 (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2016 and incorporated herein by reference).

4.2

Warrant Certificate No. 2 (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2016 and incorporated herein by reference).

10.1

Distribution Agreement dated November 28, 2016 between the Registrant and Ingredion Incorporated (filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 2017 and incorporated herein by reference).

10.2

Inter-Company Patent License Agreement dated November 28, 2016 between the Registrant and Conagen Inc. (filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 2017 and incorporated herein by reference).

10.3

Sweetener Business Separation Binding Term Sheet dated August 16, 2017 between the Registrant and Phyto Tech Corp. d/b/a Blue California (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2017 and incorporated herein by reference).

10.4

First Amendment to Inter-Company Patent License Agreement dated August 16, 2017 between the Registrant and Conagen Inc. (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2017 and incorporated herein by reference).

31.1

Certification of Principal Executive Officer & Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1

Certification of Principal Executive Officer & Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*Filed herewith 

 

_______________


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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

SWEEGEN, INC.

 

(Registrant)

 

 

 

 

Dated: October 18, 2017

/s/ Steven Chen

 

Steven Chen

 

Chief Executive Officer, Chief Financial Officer, and Director

 

(Principal Executive, Financial, and Accounting Officer)

 

 


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