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): January 9, 2018
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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 27, Rialto
Tower, 525 Collins Street Melbourne,
Victoria (Australia) 3000
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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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Level
4,10 Yarra Street,South Yarra (Australia) VIC 3141
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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):
□
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 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
January 9, 2018 we entered into a Securities Purchase Agreement
(“SPA”) with EMA Financial, LLC, a Delaware limited
liability company (“Purchaser”), pursuant to which we
issued and sold to the Purchaser a convertible promissory note,
dated December 19,2017 in the principal amount of $83,500 (the
“Note”). In connection with the foregoing, we also
entered into a Registration Rights Agreement with the Purchaser
dated December 19, 2018 (the “Registration Rights
Agreement”).On January 17,2018 we received an acknowledgement
letter from Purchaser confirming that all timelines within the
transaction documents , to the extent not already providing for
such, would run from the January 9,2018 closing date.
The Note, which is due on January 9, 2019, 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 trading price for our common stock on the trading
day prior to the closing date of the Note, or (ii) a 50% discount
to the lowest trading or lowest closing bid price for our common
stock during the 25 trading day period immediately prior to
conversion.
The conversion price discount will increase should we not be DWAC
eligible; if we experience a DTC "chill" on our shares; if our
market price falls below $1.00 per share ; 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 $1,000 in cash per day.
We have the right to prepay the Note within 90 days of the closing
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 closing date. We have no right to prepay the Note
more than 180 days after the closing 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 registration statement
within 30 days of the closing date and have it declared effective
within 180 days of the closing date.
The foregoing description of the SPA, 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 SPA, the Note, and
the Registration Rights Agreement which are included in this
Current Report as Exhibits 10.1 ,10.2 and 10.3, respectively, and
are incorporated herein by reference.
Effective January 2,2018 we entered into a Waiver Agreement with
Emunah Funding LLC (“Emunah”) and Fourth Man LLC
(“Fourth Man”) pursuant to which we paid an aggregate
of $5,000 to Emunah and Fourth Man and agreed to redeem their
respective notes dated November 20,2017 on or before February
28,2018, and Emunah and Fourth Man agreed to (i)waive any and all
reset, ratchet and most favored nation rights that they may have
resulting from our December 19,2017 loan transactions with them;
and (ii) to waive any defaults arising under such loan transaction
documents, with respect to any action or inaction by us during the
period ending February 28,2018.In the event we default on our
obligations under the Waiver Agreement, the waiver shall be null
and void and all rights waived by Emunah and Fourth Man shall be
reinstated .In all events, the waiver does not impact the
consequences of actions taken by us subsequent to February
28,2018.
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
January 9, 2018 we issued a convertible promissory note in the
principal amount of $83,500 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 December 19, 2017
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12%
Convertible Promissory Note dated December 19, 2017
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Registration
Rights Agreement dated December 19,2017
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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: January
18,2018
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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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