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) February 22, 2018
AFC BUILDING TECHNOLOGIES
INC.
(Exact name of registrant as specified in its
charter)
Nevada |
333-181259 |
N/A |
(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer |
incorporation) |
Identification No.) |
101 1/2 Mary Street West, Whitby, ON Canada
|
L1N 2R4 |
(Address of principal executive offices) |
(Zip Code) |
Registrants telephone number, including area code (904) 430-6433
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:
[ ] 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 3.02 Unregistered Sales of Equity Securities
On February 22, 2018, we completed the non-brokered private placement of 2,000,000 common shares at a purchase price of $0.25 per share or $500,000 in the aggregate. Of the 2,000,000 common shares, which are restricted, 1,440,000 shares were issued to fifteen non-US persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended (the Securities Act)), in offshore transactions relying on Regulation S of the Securities Act of 1933, as amended.
- 2 -
The balance of 560,000 shares were issued to eleven US persons in transactions exempt from the registration requirements of the Securities Act. The sale of the securities to such US persons were made to accredited investors, as defined in Rule 501 under the Securities Act, in reliance on the exemption from registration provided by Rule 506 under Regulation D and/or Section 4(2) of the Securities Act.
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.
AFC Building Technologies Inc.
/s/Christopher Hansen | |
Christopher Hansen | |
CEO, Principal Executive Officer | |
Date: March 2, 2018 |