Attached files
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 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 19, 2017
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SINCERITY APPLIED MATERIALS HOLDINGS CORP.
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(Exact
Name of Registrant as Specified in Charter)
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Nevada
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333-201365
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30-0803939
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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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Level
4, 10 Yarra Street
South
Yarra (Australia) VIC 3141
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code:
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+
61-3-98230361
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(Former
name or former address, if changed since last report)
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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):
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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 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 checkmark 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
December 19, 2017 we entered into a Securities Purchase Agreement
(“SPA”) with Auctus Fund, LLC, a Delaware limited
liability company (“Purchaser”), pursuant to which we
issued and sold to the Purchaser a convertible promissory note,
dated November 20, 2017, in the principal amount of $112,500 (the
“Note”). In connection with the foregoing, we also
entered into a Registration Rights Agreement with the Purchaser
dated November 20, 2017 (the “Registration Rights
Agreement”). Effective as of December 19, 2017 we also
entered into Amendment No. 1 to the SPA which provides that the
SPA, Note and Registration Rights Agreement shall each be deemed to
be dated December 19, 2017, the closing date of the
transaction.
The Note, which is due on August 20, 2018, bears interest at the
rate of 12% per annum. All principal and accrued interest on the
Note is convertible into shares of our common stock at the election
of the Purchaser at any time at a conversion price equal to the
lesser of (i) the lowest trading price for our common stock during
the 25 trading days prior to the issuance date of the Note, or (ii)
a 50% discount to the lowest trading price for our common stock
during the 25 trading day period immediately prior to
conversion.
The conversion price discount will increase by 10% should we no
longer be DWAC eligible; increased by 15% if we experience a DTC
"chill" on our shares; and if both no longer DWAC eligible and a
DTC chill the discount will be increased by 25%. The discount
increases an additional 30% if we cease to be a reporting company
pursuant to the Securities Exchange Act of 1934, as amended, or if
we fail to deliver free trading stock to the Purchaser upon a
conversion of the Note after 181 days from the issuance date of the
Note. Further, our failure to timely deliver shares to the
Purchaser upon conversion will result in a payment to Purchaser of
$2,000 in cash per day.
We have the right to prepay the Note within 90 days of the issuance
date at a premium of 135% of all amounts owed to Purchaser and at a
premium of 150% if prepaid more than 90 but less than 180 days
following the issuance date. We have no right to prepay the Note
more than 180 days after the issuance date.
The Note contains customary default events which, if triggered and
not timely cured, will result in default interest and penalties.
The Note also contains a right of first refusal provision with
respect to future financings by us. Pursuant to the Registration
Rights Agreement, we are required to register the shares into which
the Note is converted. We must file the registered shares within 60
days of the filing date and have it declared effective within 180
days of the filing date.
The foregoing description of the Securities Purchase Agreement, the
Note, the Registration Rights Agreement and the transactions
contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the full text of
the Securities Purchase Agreement, the Note and the Registration
Rights Agreement which are included in this Current Report as
Exhibits 10.1 and 10.2, respectively, and are incorporated herein
by reference.
Item 3.02.
Unregistered Sale of Equity Securities.
Reference
is made to the disclosures set forth under Item 1.01 above, which
disclosures are incorporated herein by reference.
Effective
December 19, 2017 we issued a convertible promissory note in the
principal amount of $112,500 in reliance on Section 4(a)(2) of the
Securities Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Securities
Purchase Agreement dated November 20, 2017
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12%
Convertible Promissory Note dated November 20, 2017
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Registration
Rights Agreement dated November 20, 2017
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Amendment
No. 1 to Securities Purchase Agreement dated November 20,
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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SINCERITY APPLIED MATERIALSHOLDINGS CORP.
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Date: December
27, 2017
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By:
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/s/
Zhang
Yiwen
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Name:
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Zhang
Yiwen
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Title:
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Chief Executive
Officer
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