AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Act of 1934
BREWING COMPANY, INC.
Name of Registrant as Specified in its Charter)
or other jurisdiction of
S. Main Street, Santa Ana, CA 92707
of principal executive offices)
telephone number, including area code: (714) 708-0082
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act
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material pursuant to Rule 14a-12 under the Exchange Act
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communications pursuant to Rule 14d-2(b) under the Exchange Act
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communications pursuant to Rule 13e-4(c) under the Exchange Act
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).
Growth Company ☐
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. ☐
1.01 Entry into a Material Definitive Agreement.
December 20, 2017, Evans Brewing, Inc., a Delaware corporation (the “Company” or “we”), entered into an
Agreement and Plan of Merger and Reorganization (the “Agreement”) with I-ON Communications Ltd., an entity organized
under the laws of the Republic of South Korea (“I-ON”) and I-ON Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of the Company.
the terms of the Agreement, Acquisition will merge with and into I-ON (the “Merger”) with I-ON becoming the surviving
entity. In consideration for the Merger, the Company will issue 26,000,000 shares of the Company’s common stock, par value
$0.0001 per share to the shareholders of I-ON, which will result in a change in control of the Company. The Company anticipates
that I-ON will elect to become the successor issuer to the Company for accounting and reporting purposes.
Company anticipates that the Merger will be completed prior to December 31, 2017. It is anticipated that the current officer and
directors of the Company will resign contemporaneously with the appointment of new officers and directors by I-ON.
Company’s Board of Directors met and voted to approve the terms of the Agreement. Mr. Michael Rapport, Chief Executive Officer
of the Company, expressed his opinion that the Merger and Reorganization with I-ON would provide the existing shareholders of
the Company with increased value, liquidity, and opportunity for returns on their investment.
to the closing of the Merger, the existing operations of Evans Brewing will be sold to Michael Rapport in exchange for the assumption
by Mr. Rapport of all outstanding liabilities of the Company, and the cancellation of $1,536,450 in debt owed by the Company to
9.01 Financial Statements and Exhibits.
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.
December 26, 2017
||EVANS BREWING COMPANY, INC.|
||/s/ Michael J. Rapport|
||Michael J. Rapport|
||Chief Executive Officer|