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): December 1, 2017
HotApp International Inc.
(Exact
name of registrant as specified in its charter)
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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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☑
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignation of Lum Kan Fai as Chief Executive Officer and
President
Effective
as of December 1, 2017, Mr. Lum Kan Fai (“Vincent”)
voluntarily resigned as Chief Executive Officer (“CEO”)
and President of HotApp International Inc. (the
“Company”). Mr. Lum, who has served as a member of the
Company’s Board of Directors since June 14, 2015, has been
appointed as Vice Chairman of the Company’s Board of
Directors.
Appointment of Lee Wang Kei as Chief Executive Officer
Effective
as of December 1, 2017, the Company appointed Mr. Lee Wang Kei
(“Nathan”) as the Company’s CEO.
Mr.
Lee, age 27, has served as the Company’s Chief Technology
Officer (“CTO”), since June 21, 2017, and will continue
to serve as CTO while serving as CEO. Mr. Lee has served as a
System Architect for the Company since August of 2015, where he has
helped lead the Company’s software development, and from
April of 2015 to July of 2015, Mr. Lee served as a Consultant to
the Company. Prior to joining the Company, Mr. Lee served as
Software Project Manager for Appcraft Asia from 2014-2015 and
served as Software Architect for myFunboxx from
2012-2014.
At the
present time, Mr. Lee has an employment agreement with the
Company’s subsidiary HotApp International Limited in Hong
Kong, but has no employment agreement with the Company. Pursuant to
his current agreement, Mr. Lee is presently paid HK$25,000
(approximately U.S. $3,200) per month and is eligible for a bonus
based on performance.
Appointment of Chan Heng Fai as Executive Chairman
The
Company has appointed Mr. Chan Heng Fai as Executive Chairman of
the Company’s Board of Directors. Mr. Chan presently serves
as Chairman of the Company, and has previously served as the
Company’s Chief Executive Officer. The Company’s Board
of Directors has granted the Executive Chairman to execute certain
agreements on behalf of the Company, except where such authority
has otherwise been delegated or otherwise directed by the Board,
and to act on behalf of the Company in the absence of the
CEO.
Mr.
Chan, age 73, has served as a member of the Company’s Board
of Directors since October of 2014 and served as the
Company’s CEO from December of 2014 until June of 2017. Mr.
Chan is an expert in banking and finance, with years of experience
in these industries. He has also restructured 35 companies in
various industries and countries in the past 40 years. Mr. Chan
serves as the CEO of Singapore eDevelopment, Limited, a limited
company listed on the Catalist of the Singapore Exchange Securities
Trading Limited. He was appointed director of Singapore
eDevelopment, Ltd. on March 1, 2014. He is also Non-Executive
Director of ASX-listed bio-technology company Holista Colltech Ltd.
Fai H. Chan has served as a member of the Board of Directors of SeD
Intelligent Home Inc. since January of 2017. From 1992 until 2015,
Mr. Chan has also served as Managing Chairman of HKSE-listed Heng
Fai Enterprises Limited, now known as ZH International Holdings,
Ltd. He also served as director of Global Medical REIT Inc. (NYSE:
GMRE) from 2013 until 2015 and as director of American Housing REIT
Inc. from 2013 to 2015. Mr. Chan was also formerly (i) the Managing
Director of SGX Catalist-listed SingHaiyi Group Ltd, which under
his leadership, transformed from a failing store-fixed business
provider with net asset value of less than S$10 million into a
property trading and investment company and finally to a property
development company with net asset value over S$150 million before
Mr. Chan ceded controlling interest in late 2012; (ii) the
Executive Chairman of China Gas Holdings Limited, a formerly
failing fashion retail company listed on SEHK which, under his
direction, was restructured to become one of a few large
participants in the investment in and operation of city gas
pipeline infrastructure in China; (iii) a director of Global Med
Technologies, Inc., a medical company listed on NASDAQ engaged in
the design, development, marketing and support information for
management software products for healthcare-related facilities;
(iv) a director of Skywest Ltd, an ASX-listed airline company; and
(v) the Chairman and Director of American Pacific
Bank.
Mr.
Chan is not compensated by the Company. He is compensated by
Singapore eDevelopment Limited, our majority
shareholder.
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:
December 5, 2017
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By:
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/s/
Conn Flanigan
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Name:
Conn Flanigan
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Title:
Director
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