AND EXCHANGE COMMISSION
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported) March 12, 2018
name of registrant as specified in its charter)
or other jurisdiction
Redwood Ave., Building F, Los Angeles, CA 90066
(Address of principal executive offices and Zip Code)
telephone number, including area code: 424.570.9446
Indiana Court, Venice Beach, CA 90291
(Former 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 (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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. [ ]
3.02 Unregistered Sales of Equity Securities.
March 12, 2018, we completed a private placement of an aggregate of 5,896,359 subscription receipts at a price of $0.60 per subscription
receipt for an aggregate gross proceeds of $3,537,815.40. In the event of the occurrence of the escrow release condition (as defined
below), each subscription receipt will automatically convert into one share of our common stock, for no additional consideration.
The subscription amounts will be held by an escrow agent until the escrow release condition. The escrow release condition is the
receipt by our company of conditional approval for the listing of the shares of our common stock on a Canadian stock exchange.
In the event that the escrow release condition is satisfied prior to 5:00 p.m. (Vancouver time) on May 31, 2018, we will deliver
a notice to the escrow agent confirming the escrow release condition has been satisfied. Upon receipt of the notice, the escrow
agent will, as soon as practicable thereafter, release the subscription amounts to our company and each subscription receipt will
automatically convert into one share of our common stock without payment of any additional consideration. If the escrow release
condition is not satisfied by 5:00 p.m. (Vancouver time) on May 31, 2018 or if we deliver a written default notice to the escrow
agent that the escrow release condition will not be satisfied by that time, the subscription receipts will expire and be of no
further force and effect, effective as of the earlier of (i) 5:00 p.m. (Vancouver time) on May 31, 2018 and (ii) the date of the
receipt of the default notice, and the subscribers will be entitled to receive from the escrow agent a refund of the subscription
amounts held in escrow, without interest and less applicable expenses. In connection with the closing of the private placement,
we paid cash commissions in the aggregate amount of $29,399.97.
connection with this private placement, we agreed with each subscriber who purchased these subscription receipts to prepare and
file a registration statement with respect to 50% of the shares of our common stock issuable upon conversion of the subscription
receipts with the Securities and Exchange Commission within 90 days following the closing of the private placement and agreed
to use commercially reasonable efforts to have the registration statement declared effective by the Securities and Exchange Commission
as soon as possible after filing.
the 5,896,359 subscription receipts we issued: (i) 358,333 subscription receipts were issued pursuant to the exemption from registration
under the Securities Act of 1933, as amended provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under
the Securities Act of 1933, as amended to 11 investors who were “accredited investors” within the respective
meanings ascribed to that term in Regulation D promulgated under the Securities Act of 1933, as amended; and (ii) 5,538,026
subscription receipts were issued to 105 non-U.S. persons (as that term is defined in Regulation S of the Securities Act of
1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933,
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.